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TRX INC S 1 A Filing

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TRX INC S 1 A Filing Powered By Docstoc
					                                           As filed with the Securities and Exchange Commission on July 27, 2005
                                                                                                                                                      Registration No. 333-124741


                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                                         Washington, D.C. 20549



                                                      Amendment No. 4 to
                                                         FORM S-1
                                                  REGISTRATION STATEMENT
                                                                          UNDER
                                                                 THE SECURITIES ACT OF 1933




                                                                             TRX, Inc.
                                                                  (Exact name of Registrant as specified in its charter)

                        Georgia                                                             7374                                                        58-2502748
              (State or other jurisdiction of                                   (Primary Standard Industrial                                          (I.R.S. Employer
             incorporation or organization)                                      Classification Code Number)                                       Identification Number)

                                                                            6 West Druid Hills Drive
                                                                             Atlanta, Georgia 30329
                                                                                 (404) 929-6100
                                (Address, including zip code, and telephone number, including area code, of registrant‟s principal executive offices)




                                                                      Norwood H. (“Trip”) Davis, III
                                                                   President and Chief Executive Officer
                                                                                TRX, Inc.
                                                                         6 West Druid Hills Drive
                                                                          Atlanta, Georgia 30329
                                                                              (404) 929-6100
                                        (Name, address, including zip code, and telephone number, including area code, of agent for service)




                              The Commission is requested to mail copies of all orders, notices and communications to:

                         Jeffrey K. Haidet, Esq.                                                                              John D. Wilson, Esq.
                     McKenna Long & Aldridge LLP                                                                           Shearman & Sterling LLP
                               Suite 5300                                                                                      525 Market Street
                          303 Peachtree Street                                                                           San Francisco, California 94105
                      Atlanta, Georgia 30308-3201                                                                                (415) 616-1100
                             (404) 527-4000



     Approximate date of commencement of proposed sale to the public:                                     As soon as practicable after this Registration Statement
becomes effective.
   If any of the securities registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.   
      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.        

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.   

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.   

     If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.          




    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such
date as the Commission, acting pursuant to said section 8(a), may determine.
                                                           EXPLANATORY NOTE

      TRX, Inc. has prepared this Amendment No. 4 to the Registration Statement on Form S-1 (File 333-124741) for the purpose of filing
certain exhibits to the Registration Statement. This Amendment No. 4 also updates the information in Item 13. Amendment No. 4 does not
modify any provisions of the Prospectus constituting Part I of the Registration Statement or Items 14, 15 or 17 of Part II of the Registration
Statement. Accordingly, such Prospectus has not been included herein.
                                                                    PART II

                                          INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

      The following table sets forth the costs and expenses, other than the underwriting discount and commission, payable by the Registrant in
connection with the sale of the common stock being registered. All amounts are estimates except for the SEC registration fee, the NASD filing
fee and the Nasdaq National Market listing fee.

       SEC Registration Fee                                                                                                $      11,966
       NASD Filing Fee                                                                                                     $      10,666
       Nasdaq National Market Listing Fee                                                                                  $       5,000
       Blue Sky Fees and Expenses                                                                                          $       7,500
       Printing and Engraving Costs                                                                                        $     300,000
       Legal Fees and Expenses                                                                                             $     700,000
       Accounting Fees and Expenses                                                                                        $     400,000
       Transfer Agent and Registrar Fees and Expenses                                                                      $      10,000
       Miscellaneous                                                                                                       $      54,868

            Total                                                                                                          $   1,500,000


*     To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

      Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Business Corporation Code (the ―Georgia Code‖) govern the indemnification of
directors, officers, employees and agents. Section 14-2-851 of the Georgia Code provides for indemnification of a director of TRX for liability
incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative and whether formal or informal, in which he may become involved by reason of being a director of TRX. Section
14-2-851 also provides such indemnity for directors who, at the request of TRX, act as directors, officers, partners, trustees, employees or
agents of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or another enterprise. Section
14-2-851 permits indemnification if the director acted in a manner he believed in good faith to be in or not opposed to the best interest of TRX
and, in addition, in criminal proceedings, if he had no reasonable cause to believe his conduct was unlawful. If the required standard of conduct
is met, indemnification may include judgments, settlements, penalties, fines or reasonable expenses (including attorneys‘ fees) incurred with
respect to a proceeding. However, if the director is adjudged liable to TRX in a derivative action or on the basis that personal benefit was
improperly received by him, the director will only be entitled to such indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854.

     Section 14-2-852 of the Georgia Code provides that directors who are successful with respect to any claim brought against them, which
claim is brought because they are or were directors, are entitled to indemnification against reasonable expenses as of right. Conversely, if the
charges made in any action are sustained, the determination of whether the required standard of conduct has been met will be made, in
accordance with the provisions of Section 14-2-855 of the Georgia Code, as follows: (i) if there are two or more disinterested members of the
board of directors, by the majority vote of a quorum of the disinterested members of the board of directors, (ii) by a majority of the members of
a committee of two or more disinterested directors, (iii) by special legal counsel or (iv) by the shareholders, but, in such event, the shares
owned by or voted under the control of directors seeking indemnification may not be voted.

     Section 14-2-857 of the Georgia Code provides that an officer who is not a director has the right of indemnification granted to directors
under Section 14-2-852, as described above. In addition, TRX may, as

                                                                      II-1
provided by its Articles, Bylaws, general or specific actions by its Board of Directors, or by contract, indemnify and advance expenses to an
officer, employee or agent who is not a director to the extent that such indemnification is consistent with public policy.

      Our Articles of Incorporation limit the personal liability of our directors to TRX or our shareholders for monetary damage for any breach
of duty as a director, provided that we cannot limit the liability of a director for:

       •   a breach of duty involving appropriation of a business opportunity of TRX;

       •   an act or omission which involves intentional misconduct or a knowing violation of law;

       •   any transaction from which the director receives an improper personal benefit; or

       •   unlawful corporate distributions.

      In addition, if at any time the Georgia Code is amended to authorize further elimination or limitation of the personal liability of a director,
then the liability of each of our directors shall be eliminated or limited to the fullest extent permitted by such provisions, as so amended.

      Our bylaws require us to indemnify any director or officer who was or is a party or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (including any action or suit by or in our
right) because such person is or was one of our directors or officers, against liability incurred by the director or officer in such proceeding
except for any liability incurred in a proceeding in which the director or officer is adjudged liable to us or is subjected to injunctive relief in our
favor for:

       •   any appropriation, in violation of such director‘s or officer‘s duties, of any business opportunity of TRX;

       •   acts or omissions which involve intentional misconduct or a knowing violation of law;

       •   any transaction from which such officer or director received an improper personal benefit; or

       •   unlawful corporate distributions.

    Reference is hereby made to Section 7 of the Underwriting Agreement, the form of which is filed as Exhibit 1 hereto, in which the
Underwriters agree to indemnify our directors and officers and certain other persons against certain civil liabilities.

Item 15. Recent Sales of Unregistered Securities

      The following sets forth information regarding all securities sold by the registrant since January 1, 2002:

      1. In June 2004, we issued and sold an aggregate of 408,496 shares of our common stock for an aggregate purchase price of $5,000,000.
Of those shares, 324,123 shares were sold to BCD Technology, S.A., 47,029 shares were sold to Sabre Investments, Inc., 24,449 shares were
sold to Davis Family Holdings, LLC, and an aggregate of 12,895 shares were sold to several other shareholders.

      2. Since our inception, we have granted to employees, officers and directors under our 2000 Stock Incentive Plan options to purchase an
aggregate of 1,364,620 shares of our common stock in consideration for services provided to us. The exercise prices range from $5.00 per share
to $12.24 per share, with a weighted average exercise price of $8.73 per share for all issued options. The weighted average exercise price per
share of all options currently outstanding is $10.06 per share.

      The issuances of the above securities were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Section
4(2) of the Securities Act or, with respect to issuances to employees and consultants, Rule 701 promulgated under Section 3(b) of the Securities
Act, as transactions by an issuer not

                                                                         II-2
involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under
such Rule 701. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment purposes
only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the instruments
representing such securities issued in such transactions. All recipients either received adequate information from the registrant or had adequate
access, through their relationships with the registrant, to such information.

Item 16. Exhibits and Financial Statement Schedules

        (a) Exhibits.

        The following exhibits are filed with this registration statement.
 Exhibit No.                Description

1**                         Form of Underwriting Agreement.
3.1 **                      Amended and Restated Articles of Incorporation of TRX, Inc. as currently in effect.
3.2 **                      Amended and Restated Bylaws of TRX, Inc., as currently in effect.
3.3**                       Form of Amended and Restated Articles of Incorporation of TRX, Inc., to be effective upon the completion of this
                              offering.
3.4**                       Form of Amended and Restated Bylaws of TRX, Inc., to be effective upon the completion of this offering.
4.1                         Specimen Common Stock certificate.
4.2 **                      Amended and Restated Shareholders Agreement, dated August 31, 2001, by and among TRX, Inc., BCD Technology,
                             S.A., Christopher M. Brittin, Susan R. Hopley, Gary D. Smith and Jean H. Smith, as Trustees of the Gary D. Smith
                             and Jean H. Smith Trust, and F. Gilmer Siler.
4.3 **                      Amended and Restated Shareholders Agreement, dated May 23, 2001, by and among TRX, Inc., BCD Technology,
                             S.A., Ralph Manaker, Velva Wiggins and Davis Family Holdings, LLC.
4.4 **                      Shareholders Agreement, dated November 5, 1999, as amended February 18, 2000 and November 16, 2001, by and
                              among WT Technologies, Inc., Hogg Robinson International Benefits Limited and BCD Technology, S.A.
4.5 **                      Rights Agreement, dated November 16, 2001, by and among Sabre Investments, Inc., BCD Technology, S.A. and
                              TRX, Inc.
4.6 **                      Shareholders Agreement, dated January 21, 2004, by and among TRX, Inc., BCD Technology, S.A. and Michael A.
                              Buckman.
4.7 **                      Shareholders Agreement, dated December 30, 2003, by and among TRX, Inc., BCD Technology, S.A. and Davis
                              Family Holdings II, LLC.
4.8 **                      Voting and Transfer Restriction Agreement, dated November 4, 1999, by and among WT Technologies, Inc., Susan
                              R. Hopley and the Smith Trust.
4.9 **                      Registration Rights Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related
                              Services Company, Inc.
4.10 **                     Securityholders Agreement, dated July 1, 2002, by and among TRX, Inc. and WorldTravel Partners I, LLC.
5                           Opinion of McKenna Long & Aldridge LLP (including consent).
10.1 **                     Convertible Promissory Note, dated July 1, 2002, as amended December 30, 2004, made by TRX, Inc. in favor of
                              WorldTravel Partners I, LLC.
10.2 **                     Convertible Promissory Note, dated November 16, 2001, made by TRX, Inc. in favor of Hogg Robinson Holdings
                              BV.

                                                                             II-3
 Exhibit No.   Description

10.3 **        First Amendment to Convertible Promissory Note and Consent to Loan Transaction, dated December 30, 2004, by and
                 between TRX, Inc. and Hogg Robinson Holdings BV.
10.4 **        Amended and Restated Convertible Promissory Note, dated July 1, 2002, as amended December 30, 2004, made by
                TRX, Inc. in favor of BCD Technology, S.A.
10.5 **        Letter Agreement, dated December 31, 2004, by and among BCD Technology, S.A. and Norwood H. Davis, III, Davis
                 Family Holdings, LLC and Davis Family Holdings II, LLC.
10.6 **        Letter Agreement, dated November 16, 2001, by and between TRX, Inc. and Davis Family Holdings, LLC.
10.7 **        Convertible Promissory Note, dated November 16, 2001, as amended December 30, 2004, made by TRX, Inc. in favor
                 of Davis Family Holdings, LLC.
10.8 **        Amended and Restated Promissory Note and Security Agreement, dated February 8, 2005, made by Davis Family
                Holdings, LLC in favor of TRX, Inc.
10.9 **        Senior Secured Convertible Note Purchase Agreement, dated November 16, 2001, by and between TRX, Inc. and Sabre
                 Investments, Inc.
10.10 **       Senior Secured Convertible Promissory Note, dated November 16, 2001, as amended April 23, 2003, made by TRX,
                 Inc. in favor of Sabre Investments, Inc.
10.11 **       Second Amendment to Senior Secured Convertible Promissory Note, Release of Security Interest, and Consent to Loan
                 Transaction, dated December 30, 2004, by and between TRX, Inc., TRX Data Services, Inc. f/k/a Arthur H. Ltd, TRX
                 Fulfillment Services, LLC, TRX Technology Services, L.P., Travel Technology, LLC, Technology Licensing
                 Company, LLC and Sabre Investments, Inc.
10.12 **       Credit Agreement, dated December 30, 2004, by and between TRX, Inc. and Bank of America, N.A.
10.13 **       Note, dated December 30, 2004, made by TRX, Inc. in favor of Bank of America, N.A.
10.14 **       Capital Contribution Agreement, dated December 30, 2004, by and among Bank of America, N.A., TRX, Inc. and BCD
                 Holdings N.V.
10.15 **       Securities Pledge Agreement, dated December 30, 2004, made by TRX, Inc. and each of the TRX, Inc. subsidiaries
                 named therein, in favor of Bank of America, N.A.
10.16 **       Security Agreement, dated December 30, 2004, made by TRX, Inc. and each of the TRX, Inc. subsidiaries named
                 therein, in favor of Bank of America, N.A.
10.17†         Services Agreement, dated December 23, 2002, by and between American Airlines, Inc. and TRX Fulfillment Services,
                 LLC.
10.18 †        Service Bureau Agreement, dated July 24, 2000, as amended March 9, 2001, July 15, 2002 and June 6, 2003, by and
                 between Travel Technologies Group, L.P., d/b/a Travel Technologies Group, and American Express Travel Related
                 Service Company, Inc.
10.19 **       Warrant Purchase Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related
                Services Company, Inc.
10.20 †        Warrant Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related Services
                Company, Inc.
10.21 †        Services Agreement, dated July 1, 2004, by and between TRX Data Services, Inc. and American Express Travel Related
                 Services Company, Inc.
10.22 **       Warrant Agreement, dated November 16, 2001, by and between TRX, Inc. and Sabre Investments, Inc.

                                                           II-4
 Exhibit No.   Description

10.23 **       Employment Contract, dated December 31, 2004, by and between Norwood H. Davis, III and TRX, Inc.
10.24 **       Employment Contract, dated April 1, 2001, as amended August 5, 2004 and April 27, 2005, by and between Lindsey
                Sykes and TRX, Inc.
10.25 **       Employment Contract, dated February 1, 2000, as amended July 1, 2001, November 1, 2002 and April 26, 2005, by and
                between Timothy J. Severt and TRX, Inc.
10.26 **       Employment Contract, dated April 5, 2004, as amended April 27, 2005, by and between Victor Pynn and TRX, Inc.
10.27 **       Lease Agreement, dated September 26, 1995, as amended August 7, 1996, April 8, 1997, December 3, 1997, October 5,
                 1998, April 22, 1999, August 17, 1999, March 29, 2000, January 1, 2003 and July 26, 2004, by and between
                 WorldTravel Partners, L.P. and Weeks Realty, L.P.
10.28 **       Lease Agreement, dated January 1, 2003, by and between Create-a-Book, Inc. and TRX, Inc.
10.29 **       Lease Agreement, dated September 15, 1997, as amended June 15, 1998, October 1, 1998, June 15, 1999, April 15, 2000,
                 May 31, 2000, July 15, 2000, July 31, 2000, February 15, 2001, August 15, 2001, June 15, 2003 and July 31, 2003 by
                 and between Travel Technologies Group, L.P. and 4849 Greenville Partners.
10.30 **       Sublease Agreement, with Rider, dated December 20, 2001, by and between Qwest Cyber Solutions LLC and TRX, Inc.
10.31 **       Office Building Lease, dated October 1, 2004, by and between TRX, Inc. and Charles E. Smith Real Estate Services L.P.
10.32 **       Lease by and between TRX Germany GmbH i.G. and DIFA Deutsche Immobilien Fonds AG.
10.33 **       Lease Agreement, dated September 28, 2000, by and among Hogg Group plc, e-TRX Limited and Hogg Robinson PLC.
10.34 **       Sublease Agreement, dated March 1, 2005, by and between Hogg Robinson plc and TRX Europe Limited.
10.35 **       Lease Agreement, dated December 1, 1999, by and between Michael W. Barker, Denver D. Horn and WorldTravel
                 Technologies, LLC d/b/a OFS Online Fulfillment Services.
10.36 **       Lease, dated June 25, 1998, with Addendum dated December 7, 1998, by and between Ft. Motte Partners, LLC and
                 Cendant Operations, Inc., as assigned to and assumed by TRX, Inc., pursuant to an Assignment and Assumption of
                 Lease, dated April 15, 2000, by and between Cendant Operations, Inc., Cendant Financing Holding, Inc., TRX, Inc.
                 and Ft. Motte Partners, LLC.
10.37 **       Amended and Restated Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and TRX Europe,
                Ltd. f/k/a e-TRX Limited.
10.38 **       Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and TRX Luxembourg S.à.r.l.
10.39 **       Amended and Restated e-TRX Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and e-TRX
                Limited.
10.40†         Amended and Restated Shared Services Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                Robinson plc.
10.41†         Amended and Restated Service Bureau Software Services Agreement, dated January 1, 2004, by and between e-TRX
                Limited and Hogg Robinson plc.
10.42†         Amended and Restated Software Support Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                Robinson plc.

                                                             II-5
 Exhibit No.             Description

10.43 †                  Amended and Restated Software License Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                           Robinson plc.
10.44 †                  Amended and Restated Software Development Agreement, dated January 1, 2004, by and between e-TRX Limited and
                           Hogg Robinson plc.
10.45 **                 Loan Agreement, dated January 1, 2004, by and between Kuoni Reisen Holding AG and TRX Luxembourg S.à.r.l.
10.46 †                  Agreement for the Provision of Travel Fulfillment Services, dated March 19, 2002, as amended May 24, 2005, by and
                           between Expedia, Inc. and TRX Germany GmbH.
10.47 †                  Master Services Agreement, dated February 1, 2002, as amended January 10, 2003, with Addendums, by and between
                           Citibank, N.A. and TRX Data Services, Inc.
10.48 †                  Amended and Restated Service Agreement, dated November 1, 2003, between TRX, Inc. and Expedia, Inc.
10.49 †                  Second Amended and Restated Contract for the Supply of Fulfillment and CallCentre Services, dated November 30,
                           2004, by and between Opodo Limited and TRX Europe Limited.
10.50 †                  Master Agreement, dated January 1, 2002, by and between TRX Technology Services, L.P. and WorldTravel Partners I,
                           LLC.
10.51 †                  TRX Fulfillment Services Agreement, dated October 1, 2003, by and between Hotwire Inc. and TRX Fulfillment
                           Services, LLC.
10.52 †                  Amended and Restated Shared Services Agreement, dated April 1, 2002, by and between WorldTravel Partners I, LLC
                           and TRX, Inc.
10.53 †                  Travel Technologies Group, L.P. End User Software License Agreement, dated August 31, 2000, by and between Sabre,
                           Inc. and TRX Technology Services, L.P. f/k/a Travel Technologies Group, L.P.
10.54 †                  Shared Services Agreement, dated August 1, 2004, by and between TRX, Inc. and Siemens Shared Services, LLC.
10.55 †                  License Agreement, dated March 6, 2003, between TRX, Inc. and Sabre, Inc.
10.56 †                  Sabre License Agreement, dated July 17, 2001, as amended September 7, 2001 and February 22, 2002, by and between
                           TRX Technology Services, L.P. and Sabre, Inc.
10.57 **                 TRX, Inc. 2000 Stock Incentive Plan.
10.58**                  Form of TRX, Inc. Omnibus Incentive Plan.
10.59**                  TRX, Inc. Employee Stock Purchase Plan.
10.60**                  Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           Sabre Investments, Inc.
10.61**                  Warrant Repurchase Agreement dated July 8, 2005 by and between TRX, Inc. and Sabre Investments, Inc.
10.62                    Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           Hogg Robinson Holdings BV.
10.63                    Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           WorldTravel Partners I, LLC.
21 **                    Subsidiaries of the Registrant.
23.1**                   Consent of Deloitte & Touche LLP.
23.2                     Consent of McKenna Long & Aldridge LLP (included in Exhibit 5).
24**                     Powers of Attorney.

*       To be filed by Amendment.
**      Previously filed
†       Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the
        Securities and Exchange Commission.

                                                                         II-6
      (b) Financial Statement Schedules.

      All schedules have been omitted because they are not required or because the required information is given in the financial statements or
the notes to those statements.

Item 17. Undertakings

       The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes that:

            (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
      filed as part of this registration statement in reliance upon Rule 430A and contained in a form or prospectus filed by the registrant
      pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
      it was declared effective.

            (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a
      form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide offering thereof.

                                                                         II-7
                                                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on July 27, 2005.

                                                                                         TRX, Inc.

                                                                                         By:     /S/     N ORWOOD H. (―T RIP ‖) D AVIS , III
                                                                                                               Norwood H. (“Trip”) Davis, III
                                                                                                       President, Chief Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the
following persons in the capacities indicated on July 27, 2005.
                                        Signature                                                               Title



             /s/   N ORWOOD H. (―T RIP ‖) D AVIS , III                        President, Chief Executive Officer and
                                                                              Director
                          Norwood H. (“Trip”) Davis, III


                        /s/    L INDSEY B. S YKES                             Chief Financial Officer
                                                                              (principal financial and accounting officer)
                                    Lindsey B. Sykes

                                    William F. Brindle                        Director

                                            *                                 Director

                                    John F. Davis, III


                                            *                                 Chairman of the Board and Director

                                    Johan G. Drechsel


                                            *                                 Director

                         John A. Fentener van Vlissingen


                                            *                                 Director

                                    Michael W. Gunn

                                      Thomas Klein                            Director

                    *         /s/      T IMOTHY J. S EVERT

                                    Timothy J. Severt
                                    Attorney-in-Fact

                                                                       II-8
                                                   EXHIBIT INDEX
 Exhibit No.   Description

1**            Form of Underwriting Agreement.
3.1 **         Amended and Restated Articles of Incorporation of TRX, Inc. as currently in effect.
3.2 **         Amended and Restated Bylaws of TRX, Inc., as currently in effect.
3.3**          Form of Amended and Restated Articles of Incorporation of TRX, Inc., to be effective upon the completion of this
                 offering.
3.4**          Form of Amended and Restated Bylaws of TRX, Inc., to be effective upon the completion of this offering.
4.1            Specimen Common Stock certificate.
4.2 **         Amended and Restated Shareholders Agreement, dated August 31, 2001, by and among TRX, Inc., BCD Technology,
                S.A., Christopher M. Brittin, Susan R. Hopley, Gary D. Smith and Jean H. Smith, as Trustees of the Gary D. Smith
                and Jean H. Smith Trust, and F. Gilmer Siler.
4.3 **         Amended and Restated Shareholders Agreement, dated May 23, 2001, by and among TRX, Inc., BCD Technology,
                S.A., Ralph Manaker, Velva Wiggins and Davis Family Holdings, LLC.
4.4 **         Shareholders Agreement, dated November 5, 1999, as amended February 18, 2000 and November 16, 2001, by and
                 among WT Technologies, Inc., Hogg Robinson International Benefits Limited and BCD Technology, S.A.
4.5 **         Rights Agreement, dated November 16, 2001, by and among Sabre Investments, Inc., BCD Technology, S.A. and
                 TRX, Inc.
4.6 **         Shareholders Agreement, dated January 21, 2004, by and among TRX, Inc., BCD Technology, S.A. and Michael A.
                 Buckman.
4.7 **         Shareholders Agreement, dated December 30, 2003, by and among TRX, Inc., BCD Technology, S.A. and Davis
                 Family Holdings II, LLC.
4.8 **         Voting and Transfer Restriction Agreement, dated November 4, 1999, by and among WT Technologies, Inc., Susan
                 R. Hopley and the Smith Trust.
4.9 **         Registration Rights Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related
                 Services Company, Inc.
4.10 **        Securityholders Agreement, dated July 1, 2002, by and among TRX, Inc. and WorldTravel Partners I, LLC.
5              Opinion of McKenna Long & Aldridge LLP (including consent).
10.1 **        Convertible Promissory Note, dated July 1, 2002, as amended December 30, 2004, made by TRX, Inc. in favor of
                 WorldTravel Partners I, LLC.
10.2 **        Convertible Promissory Note, dated November 16, 2001, made by TRX, Inc. in favor of Hogg Robinson Holdings
                 BV.
10.3 **        First Amendment to Convertible Promissory Note and Consent to Loan Transaction, dated December 30, 2004, by
                 and between TRX, Inc. and Hogg Robinson Holdings BV.
10.4 **        Amended and Restated Convertible Promissory Note, dated July 1, 2002, as amended December 30, 2004, made by
                TRX, Inc. in favor of BCD Technology, S.A.
10.5 **        Letter Agreement, dated December 31, 2004, by and among BCD Technology, S.A. and Norwood H. Davis, III,
                 Davis Family Holdings, LLC and Davis Family Holdings II, LLC.
10.6 **        Letter Agreement, dated November 16, 2001, by and between TRX, Inc. and Davis Family Holdings, LLC.
10.7 **        Convertible Promissory Note, dated November 16, 2001, as amended December 30, 2004, made by TRX, Inc. in
                 favor of Davis Family Holdings, LLC.
 Exhibit No.   Description


10.8 **        Amended and Restated Promissory Note and Security Agreement, dated February 8, 2005, made by Davis Family
                Holdings, LLC in favor of TRX, Inc.
10.9 **        Senior Secured Convertible Note Purchase Agreement, dated November 16, 2001, by and between TRX, Inc. and Sabre
                 Investments, Inc.
10.10 **       Senior Secured Convertible Promissory Note, dated November 16, 2001, as amended April 23, 2003, made by TRX,
                 Inc. in favor of Sabre Investments, Inc.
10.11 **       Second Amendment to Senior Secured Convertible Promissory Note, Release of Security Interest, and Consent to Loan
                 Transaction, dated December 30, 2004, by and between TRX, Inc., TRX Data Services, Inc. f/k/a Arthur H. Ltd, TRX
                 Fulfillment Services, LLC, TRX Technology Services, L.P., Travel Technology, LLC, Technology Licensing
                 Company, LLC and Sabre Investments, Inc.
10.12 **       Credit Agreement, dated December 30, 2004, by and between TRX, Inc. and Bank of America, N.A.
10.13 **       Note, dated December 30, 2004, made by TRX, Inc. in favor of Bank of America, N.A.
10.14 **       Capital Contribution Agreement, dated December 30, 2004, by and among Bank of America, N.A., TRX, Inc. and BCD
                 Holdings N.V.
10.15 **       Securities Pledge Agreement, dated December 30, 2004, made by TRX, Inc. and each of the TRX, Inc. subsidiaries
                 named therein, in favor of Bank of America, N.A.
10.16 **       Security Agreement, dated December 30, 2004, made by TRX, Inc. and each of the TRX, Inc. subsidiaries named
                 therein, in favor of Bank of America, N.A.
10.17 †        Services Agreement, dated December 23, 2002, by and between American Airlines, Inc. and TRX Fulfillment Services,
                 LLC.
10.18 †        Service Bureau Agreement, dated July 24, 2000, as amended March 9, 2001, July 15, 2002 and June 6, 2003, by and
                 between Travel Technologies Group, L.P., d/b/a Travel Technologies Group, and American Express Travel Related
                 Service Company, Inc.
10.19 **       Warrant Purchase Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related
                Services Company, Inc.
10.20 †        Warrant Agreement, dated July 24, 2000, by and between TRX, Inc. and American Express Travel Related Services
                Company, Inc.
10.21 †        Services Agreement, dated July 1, 2004, by and between TRX Data Services, Inc. and American Express Travel Related
                 Services Company, Inc.
10.22 **       Warrant Agreement, dated November 16, 2001, by and between TRX, Inc. and Sabre Investments, Inc.
10.23 **       Employment Contract, dated December 31, 2004, by and between Norwood H. Davis, III and TRX, Inc.
10.24 **       Employment Contract, dated April 1, 2001, as amended August 5, 2004 and April 27, 2005, by and between Lindsey
                Sykes and TRX, Inc.
10.25 **       Employment Contract, dated February 1, 2000, as amended July 1, 2001, November 1, 2002 and April 26, 2005, by and
                between Timothy J. Severt and TRX, Inc.
10.26 **       Employment Contract, dated April 5, 2004, as amended April 27, 2005, by and between Victor Pynn and TRX, Inc.
10.27 **       Lease Agreement, dated September 26, 1995, as amended August 7, 1996, April 8, 1997, December 3, 1997, October 5,
                 1998, April 22, 1999, August 17, 1999, March 29, 2000, January 1, 2003 and July 26, 2004, by and between
                 WorldTravel Partners, L.P. and Weeks Realty, L.P.
 Exhibit No.   Description


10.28 **       Lease Agreement, dated January 1, 2003, by and between Create-a-Book, Inc. and TRX, Inc.
10.29 **       Lease Agreement, dated September 15, 1997, as amended June 15, 1998, October 1, 1998, June 15, 1999, April 15, 2000,
                 May 31, 2000, July 15, 2000, July 31, 2000, February 15, 2001, August 15, 2001, June 15, 2003 and July 31, 2003 by
                 and between Travel Technologies Group, L.P. and 4849 Greenville Partners.
10.30 **       Sublease Agreement, with Rider, dated December 20, 2001, by and between Qwest Cyber Solutions LLC and TRX, Inc.
10.31 **       Office Building Lease, dated October 1, 2004, by and between TRX, Inc. and Charles E. Smith Real Estate Services L.P.
10.32 **       Lease by and between TRX Germany GmbH i.G. and DIFA Deutsche Immobilien Fonds AG.
10.33 **       Lease Agreement, dated September 28, 2000, by and among Hogg Group plc, e-TRX Limited and Hogg Robinson PLC.
10.34 **       Sublease Agreement, dated March 1, 2005, by and between Hogg Robinson plc and TRX Europe Limited.
10.35 **       Lease Agreement, dated December 1, 1999, by and between Michael W. Barker, Denver D. Horn and WorldTravel
                 Technologies, LLC d/b/a OFS Online Fulfillment Services.
10.36 **       Lease, dated June 25, 1998, with Addendum dated December 7, 1998, by and between Ft. Motte Partners, LLC and
                 Cendant Operations, Inc., as assigned to and assumed by TRX, Inc., pursuant to an Assignment and Assumption of
                 Lease, dated April 15, 2000, by and between Cendant Operations, Inc., Cendant Financing Holding, Inc., TRX, Inc.
                 and Ft. Motte Partners, LLC.
10.37 **       Amended and Restated Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and TRX Europe,
                Ltd. f/k/a e-TRX Limited.
10.38 **       Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and TRX Luxembourg S.à.r.l.
10.39 **       Amended and Restated e-TRX Loan Agreement, dated January 1, 2004, by and between Hogg Robinson plc and e-TRX
                Limited.
10.40 †        Amended and Restated Shared Services Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                Robinson plc.
10.41 †        Amended and Restated Service Bureau Software Services Agreement, dated January 1, 2004, by and between e-TRX
                 Limited and Hogg Robinson plc.
10.42 †        Amended and Restated Software Support Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                 Robinson plc.
10.43 †        Amended and Restated Software License Agreement, dated January 1, 2004, by and between e-TRX Limited and Hogg
                 Robinson plc.
10.44 †        Amended and Restated Software Development Agreement, dated January 1, 2004, by and between e-TRX Limited and
                 Hogg Robinson plc.
10.45 **       Loan Agreement, dated January 1, 2004, by and between Kuoni Reisen Holding AG and TRX Luxembourg S.à.r.l.
10.46 †        Agreement for the Provision of Travel Fulfillment Services, dated March 19, 2002, as amended May 24, 2005, by and
                 between Expedia, Inc. and TRX Germany GmbH.
10.47 †        Master Services Agreement, dated February 1, 2002, as amended January 10, 2003, with Addendums, by and between
                 Citibank, N.A. and TRX Data Services, Inc.
10.48 †        Amended and Restated Service Agreement, dated November 1, 2003, between TRX, Inc. and Expedia, Inc.
 Exhibit No.             Description

10.49 †                  Second Amended and Restated Contract for the Supply of Fulfillment and CallCentre Services, dated November 30,
                           2004, by and between Opodo Limited and TRX Europe Limited.
10.50 †                  Master Agreement, dated January 1, 2002, by and between TRX Technology Services, L.P. and WorldTravel Partners I,
                           LLC.
10.51 †                  TRX Fulfillment Services Agreement, dated October 1, 2003, by and between Hotwire Inc. and TRX Fulfillment
                           Services, LLC.
10.52 †                  Amended and Restated Shared Services Agreement, dated April 1, 2002, by and between WorldTravel Partners I, LLC
                           and TRX, Inc.
10.53 †                  Travel Technologies Group, L.P. End User Software License Agreement, dated August 31, 2000, by and between Sabre,
                           Inc. and TRX Technology Services, L.P. f/k/a Travel Technologies Group, L.P.
10.54 †                  Shared Services Agreement, dated August 1, 2004, by and between TRX, Inc. and Siemens Shared Services, LLC.
10.55 †                  License Agreement, dated March 6, 2003, between TRX, Inc. and Sabre, Inc.
10.56 †                  Sabre License Agreement, dated July 17, 2001, as amended September 7, 2001 and February 22, 2002, by and between
                           TRX Technology Services, L.P. and Sabre, Inc.
10.57 **                 TRX, Inc. 2000 Stock Incentive Plan.
10.58**                  Form of TRX, Inc. Omnibus Incentive Plan.
10.59**                  TRX, Inc. Employee Stock Purchase Plan.
10.60**                  Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           Sabre Investments, Inc.
10.61**                  Warrant Repurchase Agreement dated July 8, 2005 by and between TRX, Inc. and Sabre Investments, Inc.
10.62                    Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           Hogg Robinson Holdings BV.
10.63                    Senior Secured Convertible Promissory Note Conversion Agreement dated July 8, 2005 by and between TRX, Inc. and
                           WorldTravel Partners I, LLC.
21 **                    Subsidiaries of the Registrant.
23.1**                   Consent of Deloitte & Touche LLP.
23.2                     Consent of McKenna Long & Aldridge LLP (included in Exhibit 5).
24**                     Powers of Attorney.

*       To be filed by Amendment.
**      Previously filed
†       Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the
        Securities and Exchange Commission.
Exhibit 4.1
                                                                   TRX, INC.

    THIS CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE MADE TO
THE CORPORATION OR TO THE TRANSFER AGENT.

      The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

     TEN COM         — as tenants in common                  UNIF GIFT MIN ACT —                                    Custodian
     TEN ENT         — as tenants by the entireties                                           (Cust)                                   (Minor)
     JT TEN          — as joint tenants with right of
                       survivorship and not as tenants                                    under Uniform Gifts to Minors
                       in common                                                          Act ________________________________
                                                                                                                 (State)

                                     Additional abbreviations may also be used though not in the above list.

  For value received, _________________________________________________________ hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL
      SECURITY OR OTHER
    IDENTIFYING NUMBER OF
           ASSIGNEE




                               Please print or typewrite name and address including postal zip code of assignee



_____________________________________________________________________________________________________ Shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________


Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated,



                                                                                    NOTICE: The signature of this assignment must correspond
                                                                                    with the name as written upon the face of the certificate in
                                                                                    every particular, without alteration or enlargement or any
                                                                                    change whatever

                                           SIGNATURE(S) GUARANTEED:
                                                                                    THE SIGNATURE(S) SHOULD BE GUARANTEED BY
                                                                                    AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                                                                                    STOCK-BROKERS, SAVINGS AND LOAN
                                                                                    ASSOCIATIONS AND CREDIT UNIONS WITH
                                                                                    MEMBERSHIP IN AN APPROVED SIGNATURE
                                                                                    GUARANTEE MEDALLION PROGRAM), PURSUANT
                                                                                    TO S.E.C. RULE 17Ad-15.
                                                                                                                                      Exhibit 5

                                                 [McKenna Long & Aldridge LLP letterhead]

                                                                 July 27, 2005

TRX, Inc.
6 West Druid Hills Drive
Atlanta, GA 30329

     Re: TRX, Inc.
         Registration Statement on Form S-1

Gentlemen:

      We have acted as counsel to TRX, Inc., a Georgia corporation (the ― Company ‖), in connection with a Registration Statement on Form
S-1 (Registration No. 124741) (the ― Registration Statement ‖) and the filing thereof with the Securities and Exchange Commission (the ―
Commission ‖). The Registration Statement covers an aggregate of 3,400,000 shares (the ―Company Shares‖) of Common Stock, $.01 par
value per share (the ― Common Stock ‖) to be issued by the Company and 4,420,000 shares of Common Stock to be sold by certain Selling
Stockholders (the ― Selling Stockholder Shares ‖), including up to 1,020,000 Shares subject to an over-allotment option (the ― Over-Allotment
Option ‖) to be granted by the Selling Stockholders to Credit Suisse First Boston, Thomas Weisel Partners, Legg Mason Wood Walker, Inc.
and SunTrust Capital Markets, Inc. as underwriters (the ― Underwriters ‖).

      The opinions hereinafter set forth are given at the request of the Company pursuant to Item 16 of Form S-1 and Item 601(b)(5) of
Regulation S-K. The only opinions rendered by this firm consist of the matters set forth in numbered paragraphs (1) and (2) below (our ―
Opinion ‖), and no other opinion is implied or to be inferred beyond such matters. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.

      Our Opinion is furnished for the benefit of the Company solely with regard to the Registration Statement, may be relied upon only in
connection with the Registration Statement and may not otherwise be relied upon, used, quoted or referred to by or filed with any other person
or entity without our prior written permission.

      In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or
appropriate under the circumstances for us to express our Opinion, including, without limitation, the Amended and Restated Articles of
Incorporation of the Company; the Amended and Restated Bylaws of the Company; minutes and consent actions of proceedings of the Board
of Directors, committees of the Board of Directors and the shareholders of the Company; and the form of underwriting agreement to be entered
into among the Company and the Underwriters (the ― Underwriting Agreement ‖). In making all of our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies, and the due execution and delivery of all documents by any
persons or entities other than the Company where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of
such documents.

      As to various factual matters that are material to our Opinion, we have relied upon the factual statements set forth in a certificate of
officers of the Company and certificates of public officials. We have not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of such factual statements.

       Members of this firm are admitted to the Bar of the State of Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws other than laws of the State of Georgia that are now in effect and
that, in the exercise of reasonable professional judgment, are normally considered in transactions such as the issuance of the Common Stock.
Our Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any
obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention.

     Based upon and subject to the foregoing, we are of the Opinion that:

      (1)   the Company Shares to be issued and sold by the Company, when issued, sold and delivered in accordance with the Underwriting
            Agreement against payment in full of the purchase price therefor, will be validly issued, fully paid and nonassessable.

      (2)   the Selling Stockholder Shares to be sold in accordance with the terms of the Underwriting Agreement (inclusive of up to
            1,020,000 shares pursuant to the Over-Allotment Option), have been duly authorized and are validly issued, fully paid and
            nonassessible.

     We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to this firm under the
heading ―Legal Matters‖ in the Prospectus forming a part of the Registration Statement.

                                                                                         Very truly yours,

                                                                                         /s/ MCKENNA LONG & ALDRIDGE LLP

                                                                          2
                                                                                                                                      Exhibit 10.17

Form AASA-01
Rev. 5 (07-00)

                                                               Services Agreement

      This Services Agreement is made effective as of this 23 day of December, 2002 between American Airlines, Inc., a Delaware
                                                                rd


corporation, with its principal place of business at 4333 Amon Carter Blvd., Fort Worth, Texas 76155 (herein ― American ‖), and TRX
Fulfillment Services, LLC, a Georgia limited liability company, with its principal place of business at 6 W. Druid Hills Drive, Atlanta, Georgia
30329 (herein ― Supplier ‖).

     WHEREAS, the Services provided hereunder are personal services and will be provided by employees of Supplier specifically trained to
provide travel ticketing exception services; and

     WHEREAS, American and Supplier both acknowledge and agree that Supplier is not providing data processing services hereunder.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

                                                              Terms and Conditions

1. Services . Subject to the terms and conditions of this Agreement, American agrees to purchase and Supplier agrees to provide the services
(the ― Services ‖) set forth in Attachment I of the attached Exhibit A as American may request from time to time. This Agreement guarantees
no minimum volume levels; and it is understood and agreed that corporate initiatives by American, the evolution of American‘s business or
other factors may reduce the volume of Services required from time to time. Supplier will be the sole external provider of Services to
American.

2. Charges . In consideration of Supplier‘s performance of any Services, American shall pay or cause to be paid to Supplier the charges set
forth in Exhibit A. Unless otherwise specified in Exhibit A. at or following completion of any Services, Supplier shall submit to American an
invoice for the performance of such Services to the address identified in Exhibit A or such other place as American may advise Supplier in
writing. Unless otherwise specified in Exhibit A, payment to Supplier shall be made in U.S. Dollars to the address identified in Exhibit A
within * following American‘s receipt of Supplier‘s properly documented and verifiable invoice. In the event that American in good faith
disputes any invoiced amount(s), within thirty (30) days following receipt of the invoice American will notify Supplier in writing of such
disputed amount(s) and submit payment for all undisputed amount(s) in accordance with this Section. The unpaid disputed amount(s) will be
resolved by mutual negotiations of American‘s Electronic Travel Document Services ―eTDS‖ Manager and Supplier‘s Account Executive
within thirty (30) days. In the event these negotiations do not result in a resolution of the disputed amount(s) within such thirty (30) day period,
American‘s Vice President of Reservations and Supplier‘s Executive Vice President and General Manager shall use good faith efforts to
resolve the matter. No payment by American shall be deemed an acceptance of any Services, and American shall have the right to recover any
amounts previously paid in error. Supplier shall ensure that each subcontractor performing Services hereunder will keep such records as
Supplier is required to keep and will make the applicable records available to American for audit upon request for up to * following the
performance of any Service by the subcontractor.

3. Term . The term of this Agreement (the ― Term ‖) shall commence upon the date set forth in Exhibit A and shall, unless earlier terminated in
accordance with the terms hereof or applicable law, end on the date set forth therein. American shall have the right to renew the term of this
Agreement as described within Exhibit A. Upon expiration or earlier termination of this Agreement Supplier shall complete all applicable
Services in process, American shall pay all charges due to Supplier and each party shall protect and return all of the other party‘s applicable
property in its possession.

                                     eTDS Exceptions Services Contract – Services Agreement #90-9618
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                               Page 1 of 3

                                               * CONFIDENTIAL TREATMENT REQUESTED
4. Representations .

     (a) Supplier hereby represents and warrants to American that Supplier is duly organized, validly existing and in good standing and has the
     power and, authority to execute and deliver, and to perform its obligations under, this Agreement. Supplier‘s execution and delivery of
     this Agreement and the performance of its obligations hereunder have been and remain duly authorized by all necessary action and do not
     contravene any provision of its certificate of incorporation or by-laws (or equivalent documents) or any law, regulation or contractual
     restriction binding on or affecting Supplier or its property.

     (b) This Agreement is Supplier‘s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to
     applicable bankruptcy, insolvency and similar laws affecting creditors‘ rights generally and subject, as to enforceability, to general
     principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

     (c) American hereby represents and warrants to Supplier that American is duly organized, validly existing and in good standing and has
     the power and, authority to execute and deliver, and to perform its obligations under, this Agreement. American‘s execution and delivery
     of this Agreement and the performance of its obligations hereunder have been and remain duly authorized by all necessary action and do
     not contravene any provision of its certificate of incorporation or by-laws (or equivalent documents) or any law, regulation or contractual
     restriction binding on or affecting American or its property.

     (d) This Agreement is American‘s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to
     applicable bankruptcy, insolvency and similar laws affecting creditors‘ rights generally and subject, as to enforceability, to general
     principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

5. Miscellaneous. In addition to the aforementioned Exhibit A , the attached Exhibit B (American‘s Purchase Order Terms and Conditions), are
incorporated herein by reference and made a part hereof as if set forth herein in full. In the event of a conflict between the terms and conditions
of Exhibit A, the body of this Agreement and Purchase Order Terms and Conditions, the following order of precedence shall apply: such
Exhibit A ; the body of this Agreement and Exhibit B . This Agreement (including all incorporated Exhibits) is the ―Order‖ referred to in the
Purchase Order Terms and Conditions.

6. Severability . In the event any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the remaining
provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable provisions will be replaced by a mutually acceptable
and valid provision which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

7. Captions . The captions and headings used in this Agreement (which shall for all purposes be understood to include all exhibits, attachments
and similar related documents) are inserted for convenience and reference only, and do not affect the meaning, scope or interpretation of any
provision of this Agreement.

8. Entire Agreement . This Agreement contains the entire understanding of the parties hereto in respect to the subject matter contained herein.
There are no restrictions, promises, warranties, covenants or undertakings, other than those expressly set forth herein.

9. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement shall be deemed effective upon the exchange of facsimile signatures of
authorized representatives of the parties. The parties agree to promptly exchange originally executed documents.

                                    eTDS Exceptions Services Contract – Services Agreement #90-9618
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                              Page 2 of 3
     IN WITNESS WHEREOF, American and Supplier have entered into this Agreement effective as of the date set forth above.

SUPPLIER:                                                              AMERICAN:
TRX FULFILLMENT SERVICES, LLC                                          AMERICAN AIRLINES, INC.

By: /s/ Scott Hancock                                                  By: /s/ John R. MacLean
Scott Hancock, Executive Vice President &                              John R. MacLean, Vice President, Purchasing
General Manager

                                 eTDS Exceptions Services Contract – Services Agreement #90-9618
                               AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                           Page 3 of 3
                                                                  Exhibit A -

This Exhibit A, is an addendum to the Services Agreement effective as of this 23 day of December, 2002, between American Airlines,
                                                                                      rd


Inc. and TRX Fulfillment Services, LLC.

This Exhibit A, effective as of this 23 day of December, 2002, is entered into by the undersigned parties pursuant to, and by this
                                        rd


reference is hereby made a part of and subject to all of the terms and conditions of, the Services Agreement between such parties
referenced above, which terms and conditions (including in particular but without limitation all representations and warranties) are
hereby ratified and affirmed). Unless otherwise specified herein all capitalized words or phrases shall be as defined in the Services
Agreement.

1.    Location of the Services to be Performed

     Unless otherwise hereafter agreed between the parties in writing in good faith, all Services shall be performed by Supplier at Supplier‘s
Milton, Florida and/or Atlanta, Georgia facilities (hereinafter collectively referred to as ―Facility‖).

2.    Services and Charges

      (a)   Attached hereto, marked Attachment I (Specifications), Attachment II (Pricing Schedule), Attachment III
            (Implementation/Transition Plan & Timetable), Attachment IV (Service Levels), Attachment V (Reporting), and Attachment VI
            (Performance Standards) respectively and made a part hereof, are a description of the services (hereinafter called ―Services‖) to be
            performed for American by Supplier at the Facility, the charges therefore payable by American, and the standards which shall
            apply to the Services performed. Supplier hereby agrees to furnish to American at the Facility those services listed in said
            Attachment I as well as any and all other services which, although not specifically set forth in Attachment I, are generally
            necessary to ensure full completion of the Services described.

      (b)     *

      (c)   Supplier shall meet the Service Levels and minimum acceptable performance standards (―MAP Standards‖) with respect to the
            Services, including handling call volumes, customer complaints and errors. The parties hereto agree that such Service Levels and
            MAP Standards shall be in accordance with Attachments IV and VI to this Exhibit.

      (d)   Supplier shall for the duration of this Agreement promptly submit to American, and make available online or electronically, those
            reports, and at the intervals set forth within and in the forms exhibited as part of Attachment V.

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 1 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
     (e)   American acknowledges that Supplier is not granting American any right or license to Supplier‘s software and that American will
           obtain no rights therein by virtue of this Agreement.

     (f)   In the event American fails to fully perform any obligation under this Agreement, or in the event any deliverable provided by
           American under this Agreement fails to fully satisfy its essential purpose, and any such failure significantly impacts Supplier‘s
           timely performance of the Services, then for as long as such failure exists, (i) Supplier shall not be responsible for failure to meet
           the Service Levels or MAP Standards set forth herein, (ii) Supplier shall not be subject to any penalties or be deemed in breach of
           this Agreement in any way, and (iii) American shall not have any right to terminate this Agreement except pursuant to Section 5(b).

3.   American Software Applications

     (a)   American hereby grants Supplier a non-transferable, non-exclusive, worldwide right to access and use the following software
           applications - * (collectively referred to as the ―Application‖) at no cost during the Term, as hereafter defined, for the sole
           purpose of providing Services to American. This right shall be understood to be separate and apart from any other license, grant or
           right of use which the Supplier may have already been extended by or which Supplier may obtain from the owners of any of the
           aforesaid software applications or from a third party. The parties agree that any reference to ―Application‖ herein refers only to
           Supplier‘s use of the Application for the Services.

     (b)   Supplier shall not utilize the Application to provide services to any third party or otherwise for its own use.

     (c)   Supplier shall not directly or indirectly copy or reproduce all or any part of the Application, whether electronically, mechanically or
           otherwise, in any form including, but not limited to, the copying of presentation, style or organization, without prior written
           permission from American; provided, however, Supplier may reproduce and distribute to its employees only on an as needed basis
           any Application output generated from the software specifically described within Paragraph 3 (a) above (the ―American Data‖).

     (d)   Supplier will take reasonable care not to, and shall not intentionally or knowingly, use the Application to post, transmit, distribute,
           store or destroy any information: (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will
           infringe the intellectual property rights of others; (c) that is defamatory or trade libelous, or (d) that contains any viruses, Trojan
           horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally
           interfere with, surreptitiously intercept or expropriate any system, data or personal information.

     (e)   Supplier shall not violate or attempt to violate the security of the Application.

     (f)   Except as provided or allowed by law, Supplier shall not attempt to decipher, decompile, disassemble or reverse engineer any of
           the software comprising or in any way making up a part of the Application.

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 2 of 38

                                               * CONFIDENTIAL TREATMENT REQUESTED
(g)   For the limited purpose of performing the Services under the Agreement, Supplier may utilize the Application to access ―American
      Data,‖ any data, including the selection, arrangement and organization of such data, entered, uploaded to the Application or
      otherwise supplied to Supplier by American and any software and its related documentation, from whatever source, supplied by
      American to Supplier in connection with this Agreement. With the exception of any applicable third party rights, American shall
      exclusively own all right, title and interest in American Data, including all copyrights and any other intellectual property rights.
      Nothing in this Agreement shall be construed as conveying any rights or interest in the American Data to Supplier.

(h)   Supplier shall provide a secure environment for the Application and any hardware and software, including servers, network and
      data components, to be provided by Supplier, to access Application, as part of its performance under this Agreement in accordance
      with standard industry practices in order to prevent unauthorized access, use or modification of, and otherwise protect, the
      Application and the American Data.

(i)   Supplier shall be responsible for all Application maintenance and support to the extent caused by conflicts with Supplier hardware.
      In the event that third-party support is required for such maintenance and support of the Application, Supplier shall
      utilize * or a supplier approved in writing in advance by American (which approval shall not be unreasonably withheld), as
      appropriate, and be responsible for all charges on a time and materials basis. In no event will a supplier be approved unless any
      confidentiality agreement(s) deemed necessary by American are executed prior to any Application being provided for maintenance
      and support.

(j)   American represents and warrants to Supplier that American has all rights and power necessary to grant the right to use the
      Application. Supplier agrees to promptly execute any non-disclosure, consent or other agreement deemed necessary by American
      or the owner of any Application before the effective date of this Agreement or thereafter, provided Supplier shall not be so
      obligated should the same be expected to cause more than nominal financial impact or other hardship as reasonably determined by
      Supplier.

(k)   As of the effective date of this Agreement, American grants to Supplier and only such contractors and subcontractors approved in
      writing in advance by American, hereunder a non-exclusive, personal, nontransferable, limited, non-assignable, royalty-free right
      to use the trademark or tradename ―American Airlines‖ (collectively, the ―Trademark‖), for the sole and limited purpose of
      performing the Services including answering incoming calls, making outbound callbacks and as otherwise necessary for providing
      Services pursuant to the terms of the Agreement. Such grant will remain in effect while this Agreement is in effect, but will expire
      at the expiration or earlier termination of this Agreement. Except as specifically provided above, no right, property, license,
      permission or interest of any kind in or to the Trademark is or is intended to be given or transferred to or acquired by Supplier by
      the execution of this Agreement. Supplier understands and acknowledges that American owns the Trademark and that it has no
      right to alienate the Trademark. Supplier agrees that it shall in no way contest or deny the validity of, or the right or title of
      American, in or to the Trademark, and shall not encourage or assist others directly or indirectly to do so. Supplier understands that
      it has no right or permission to use the Trademark for any purpose not expressly stated in this Agreement, and agrees that it shall
      not utilize the Trademark in any manner that would diminish its value or harm the reputation of American. Supplier shall not use or
      register

                                     eTDS Exception Services Contract – Exhibit A
                            AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                    Page 3 of 38

                                        * CONFIDENTIAL TREATMENT REQUESTED
           any domain name that is identical to or similar to the Trademark. Except as required for performance of the Services, in no event
           shall Supplier use the Trademark in print without the prior written approval of American as to any layout, artwork, photographs,
           storyboards and final proofs of any copy which refers to American or the Trademark. American warrants to Supplier that it is the
           owner of or has the authority to grant the right to use the Trademark which is the subject of the trademark grant set forth in this
           paragraph 3(k), and that use of the Trademarks by Supplier and all permitted contractors and subcontractors as permitted hereunder
           will not infringe on any intellectual property or proprietary right of a third party.

     (l)   American shall indemnify and hold Supplier, its successors, assigns, agents and customers (for purposes of this section collectively
           ―Supplier‖), harmless from any loss, damage or liability that may be incurred by Supplier from any action by a third party based on
           a claim that the Application and/or a Trademark infringes such third party‘s patent or copyright, trademark or other proprietary
           right and will, at American‘s reasonable expense, defend any action, suit or claim in which such infringement is alleged. In the
           event the Application and/or the Trademark are held in any such action, suit or claim to be infringing and their use enjoined or
           limited in any manner, American shall, at its expense and option, either (a) procure for Supplier the right to continue use of the
           Application and/or the Trademark, (b) replace the same with a non-infringing Application and/or Trademark, or (c) modify the
           Application and/or the Trademark so they become non-infringing. Notwithstanding the foregoing, any unauthorized use of the
           Trademark by TRX Fulfillment Services, LLC, its successors, assigns or agents shall constitute a material breach of this Agreement
           and may also constitute an infringement of American‘s rights in and to the said Trademark.

     (m) Programming changes for editor, controller and/or spooler identified by Supplier will be made by American, at American‘s sole
         discretion.

4.   Performance Standards

     After conclusion of the initial transition period, Supplier will be held accountable for meeting MAP Standards and American Airlines
     expectation standards on a quarterly basis in the categories of quality, delivery, responsiveness and cost, as set forth in Attachment VI
     (Performance Standards). If, during any quarterly reporting period, Supplier fails to meet cumulative MAP Standards * or falls
     below expectation * for combined categories, Supplier must implement a corrective action plan within thirty (30) days to correct the
     performance failure in categories below satisfactory expectation levels

     After implementation of a corrective action plan, or in the event Supplier fails to implement a corrective action plan when required to do
     so, for each successive failure to meet cumulative MAP Standards during any quarterly reporting period American will be entitled to
     assess performance penalties as follows:

       *

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 4 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
             *

     Notwithstanding anything within this Paragraph 4 to the contrary, American at all times retains any and all termination rights hereunder
     (including without limitation, all termination for convenience or termination for cause provisions) and all other rights existing from time
     to time under law or in equity.

5.   Term and Termination

     (a)   The term of this Agreement shall commence on the date executed and continue in full force and effect through December 31, 2007
           (the ―Term‖). American shall have the option to extend the Term for up to three (3) additional two (2) year terms. Exercise of any
           such option shall be upon at least 120 days advance written notice. Should American exercise any such option (s) the pricing would
           be as then mutually agreed upon and Sections 5(b) and 5(c) will no longer apply unless renegotiated for additional terms. In the
           event pricing is not mutually agreed upon within 30 days of such notice, then the Term shall not be extended. Termination of this
           Agreement for any reason will not relieve or release either party from any rights, liabilities or obligations, including but not limited
           to payment pursuant to Attachment II, which it has accrued prior to the date of such termination and will be in addition to all other
           rights available to it under this Agreement or by law or in equity. The immediately preceding sentence shall in no way preclude,
           supercede or waive any claim, right or defense of any party hereto.

     (b)   Termination for Convenience - American. American reserves the right to terminate this Agreement, in whole, without cause and
           for its sole convenience, upon at least ninety (90) days prior written notice to Supplier specifying the effective date of termination.
           In the event and to the extent of such termination, Supplier shall immediately stop all Services as of the effective date of such
           termination and American shall pay all fees and charges due under the Agreement for Services performed up until the effective
           date of termination, provided nothing herein shall preclude, supercede or waive any claim, right or defense of any party hereto.
           American‘s total liability to Supplier for the terminated part of this Agreement shall be as follows:
                                                                                                                        Contract
             Contract Termination Date                                                                               Termination Fee

             2003                                                                                                $      1,000,000.00
             2004                                                                                                $        900,000.00
             2005                                                                                                $        800,000.00
             2006                                                                                                $        700,000.00
             2007                                                                                                $        600,000.00

     (c)   Termination for Convenience – Supplier. Supplier reserves the right to terminate this Agreement, in whole, without cause and
           for their sole convenience, upon at least ninety (90) days prior written notice to American specifying the effective date of
           termination. In the event and to the extent of such termination, Supplier shall immediately stop all Services as of the effective date
           of such termination, but not before and American shall

                                            eTDS Exception Services Contract – Exhibit A
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                           Page 5 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
      pay all fees and charges due under the Agreement for Services performed up until the effective date of termination, provided
      nothing herein shall preclude, supercede or waive any claim, right or defense of any party hereto. Supplier‘s total liability to
      American for the terminated part of this Agreement shall be as follows:
                                                                                                                  Contract
        Contract Termination Date                                                                              Termination Fee

        2003                                                                                               $      2,000,000.00
        2004                                                                                               $      1,900,000.00
        2005                                                                                               $      1,800,000.00
        2006                                                                                               $      1,700,000.00
        2007                                                                                               $      1,600,000.00

(d)   Termination for Cause - American. If there is a material interruption in Supplier‘s performance of the Services hereunder as
      determined in American‘s reasonable discretion, and such persists for more than two (2) days and such interruption is principally
      caused by the failure of Supplier to perform its obligations hereunder (whether itself or through any of Supplier‘s permitted
      subcontractors) and not to any degree caused by an act or omission of American or a third party other than Supplier‘s permitted
      subcontractors then American will be entitled to terminate this Agreement immediately and to take such other emergency actions
      as it deems appropriate to restore normal service. If American terminates this Agreement pursuant to the previous sentence and
      such interruption was not due to a Force Majeure event affecting Supplier or a permitted subcontractor as set forth on Section 12 of
      this Exhibit A, American may procure from Supplier all of its reasonable costs and reasonable expenses related to transitioning the
      Services to another provider. All such reasonable costs and reasonable expenses recovered by American shall reduce Supplier‘s
      limitation of liability set forth in Section 10 of Exhibit B. Subject to the foregoing sentences and except as otherwise set forth in
      this Agreement, American shall further have the right to terminate this Agreement, without prejudice to its right to seek appropriate
      damages from Supplier for its default, effective upon written notice to Supplier, in the event (a) Supplier does not meet the MAP
      Standards in accordance with Section 4, (b) subject to Section 5(f), any of Supplier‘s material representations or material
      warranties made herein was untrue at the time given or hereafter becomes untrue, (c) a competitor of AMR Corporation‘s
      passenger or cargo transport subsidiaries or affiliates acquires a controlling percentage of ownership in Supplier or otherwise
      directly or indirectly acquires managerial control of Supplier, (d) Supplier suspends business operations, makes an assignment for
      the benefit of creditors, becomes insolvent, is unable to pay their bills as they become due or file or has filed against them a
      bankruptcy or insolvency proceeding that is not dismissed within thirty (30) days from its filing, or (e) a receiver, liquidator or
      trustee is appointed for Supplier or any of Supplier‘s property. American‘s rights and remedies hereunder are cumulative and are in
      addition to any other rights and remedies American may have at law or in equity.

(e)   Termination for Cause – Supplier. Supplier shall have the right to terminate this Agreement, without prejudice to its right to seek
      appropriate damages from American for its default, effective upon written notice to American, in the event (a) American fails to
      perform its material obligations specified in this Agreement or fails to pay Supplier in

                                       eTDS Exception Services Contract – Exhibit A
                              AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                      Page 6 of 38
           accordance with Section 6 and such failure is not cured within fifteen (15) days after written notice by Supplier of such default; (b)
           subject to Section 5(f), any of American‘s material representations or warranties made herein was untrue at the time given or
           hereafter becomes untrue, (c) American suspends business operations, makes an assignment for the benefit of creditors, becomes
           insolvent, is unable to pay their bills as they become due or file or has filed against them a bankruptcy or insolvency proceeding
           that is not dismissed within thirty (30) days from its filing, or (d) a receiver, liquidator or trustee is appointed for American or any
           of American‘s property. Supplier‘s rights and remedies hereunder are cumulative and are in addition to any other rights or remedies
           Supplier may have at law or in equity.

     (f)   If either party defaults in the performance of its obligations specified in this Agreement, the non-defaulting party will give written
           notice to the other party, specifying the nature of the default and if such default is not remedied or substantial efforts are not made
           to remedy such default within thirty (30) days from date of such notice, then the non-defaulting party will have the rights set forth
           in this Agreement. Notwithstanding the foregoing, except for Sections 5(d)(b) and 5(e)(b), nothing herein shall in any way override
           or supercede any other provisions specifically providing either party the right to terminate and/or other remedies.

6.   Invoicing and Payments

     (a)   American hereby agrees to pay Supplier the fees set forth in Attachment II (Pricing Schedule), Pass-Through Expenses (as set forth
           in Attachment I - Specifications) and such other amounts as expressly provided for in this Agreement and any Attachment hereto
           (the ―Fees‖). * This relief from Service Levels and MAP Standards shall not relieve Supplier of its other responsibilities and
           obligations hereunder in that month.

     (b)   During the transition/implementation period, Supplier invoicing will be based on the associated percentage of actual * for the
           specified categories or work prior to the transition. This is subject to adjustment for the number of days in the month Supplier has
           provided Services.

     (c)     *

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 7 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
             *

     (d)   Within 3 business days after the end of each month, American shall provide Supplier with the volume of actual Tickets for such
           month. Upon receipt of such information Supplier shall provide American with an invoice which will include a statement setting
           forth the actual Fees for such month (the ―Actual Fees‖). Supplier will in all instances provide a detailed and verifiable invoice for
           actual Services provided/incurred during such month. In the event the Actual Fees are greater than the Forecasted Fees, then
           Supplier will calculate such excess on the invoice and American shall pay such excess. In the event the Forecasted Fees are greater
           than the Actual Fees indicated on the invoice, then Supplier shall credit such excess to American toward the current month‘s
           Forecasted Fees. Supplier shall send American a detailed and verifiable invoice for Pass-Through Expenses within a reasonable
           time of incurring such expense but in no event later than the second month following the month incurred.

     (e)   Invoices shall be forwarded by one of the following methods:

           (1)    By mail to the following address:

                  AMERICAN AIRLINES
                  4333 Amon Carter Blvd.
                  TDS 3444
                  Fort Worth, TX 76155
                  Attn: Managing Director, Reservations

           (2) Electronically via American‘s iPayables system. Supplier will be responsible for coordinating iPayables invoicing setup by
           contacting American‘s disbursement representatives Amy Farris (amy.farris@aa.com or (918) 254-3471) or Erik Dewey
           (erik.dewey@aa.com or (918) 254-3352).

     (f)   Notwithstanding anything herein to the contrary, it is specifically understood and agreed that throughout the term of this
           Agreement, and thereafter as reasonably necessary for windup of this Agreement, American shall have the right to audit Supplier‘s
           processes, customer service quality (including telephone), and details behind charges invoiced to American. In addition, American
           shall at all times during the term of this Agreement have the right to maintain an on-site presence at the Facility for the purposes
           outlined in the foregoing sentence. Supplier, at its expense, shall provide reasonable office space and access to business equipment
           and all reports and data related to the Services as provided pursuant to this Agreement.

7.   Conduct of Employees

     (a)   Without limiting responsibility of the Supplier for the proper conduct of Supplier‘s employees, the conduct of Supplier‘s
           employees directly involved in the performance of the Services is to be guided by a general set of rules mutually agreed upon
           between American and Supplier, as well as such other special rules and regulations as shall be agreed upon from time to time.

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 8 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
     (b)   Supplier further agrees that the Services provided hereunder shall be performed by qualified and efficient employees, in conformity
           with established practices and standards with respect to the Services as may be prescribed by American from time to time. The
           Supplier further agrees that, upon request of the designated representative of American, it will remove from service hereunder any
           of Supplier employees who in the opinion of American are guilty of any improper conduct, or who are not qualified to perform
           such services as are set forth herein.

     (c)   While at the Facility, American‘s employees shall (i) comply with reasonable requests, standard rules and regulations of Supplier
           provided by Supplier regarding personal and professional conduct (including, but not limited to, adhering to Supplier‘s regulations
           and general safety practices and procedures) generally applicable to such Facility and (ii) otherwise conduct themselves in a
           businesslike manner.

8.   General Supervision

     Supplier shall be responsible for the direct supervision of Supplier employees, agents and representatives, at no additional cost, and a
     representative of the Supplier shall be available at all times during the hours of operation set forth in Attachment I, for consultation with a
     representative of American with respect to the Services to be rendered hereunder. American shall be responsible for the direct supervision
     of American employees, agents and representatives, at no additional cost, and a representative of American shall be available at all times
     during American‘s reservation center hours of operation for consultation with a representative of Supplier with respect to the Services to
     be rendered hereunder.

9.   Notices

     Any notice or communication required or permitted to be given hereunder shall be deemed to be duly given if sent by Certified Mail
     return receipt requested, or by written telegraphic means with positive answerback, addressed to the respective parties as follows:

           (i)     To American: AMERICAN AIRLINES, INC.
                   P.O. Box 619616, MD5223
                   Dallas/Ft Worth Airport, TX 75261-9616
                   Attn: Commodity Manager – HDQ
                   Fax: 817-931-6947

           (ii)    With copy to: American Airlines, Inc.
                   4333 Amon Carter Blvd.
                   TDS 3444
                   Ft Worth, TX 76155
                   Attn: Managing Director, Reservations
                   Fax: 817-931-2399

           (iii)   To Supplier: TRX Fulfillment Services, LLC
                   6 West Druid Hills Drive
                   Atlanta, Georgia 30329
                   Attn: Scott Hancock
                   Fax: 404-929-6146

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 9 of 38
      or to any other place, or to the attention of any other person, as either party may from time to time specify by written notice to the other.

10.   Insurance

      (a)   Supplier, at its sole cost and expense, shall procure and maintain during the term of this Agreement and for a period of three (3)
            years thereafter, with insurers of recognized financial responsibility, the following insurance (subject to Section 10(b)), naming
            American as additional insured and/or loss payee as the case may be:

            (i)     Workers Compensation         Statutory Limits
                    Employers liability             *

            (ii)    Commercial General Liability-with a minimum amount of not less than          *    which shall include, but not by way of
                    limitation, products liability.

            (iii)   Blanket Crime coverage including fidelity bond with a minimum amount of not less than              * .

            (iv)    Travel Agents Errors and Omissions coverage with a minimum amount of not less than             *     each occurrence and a
                    deductible of * .

            (v)     Technology Errors and Omissions coverage with a minimum amount of not less than            *       each occurrence and a
                    deductible of * .

      (b)   The foregoing insurance limits may be increased by Supplier from time to time but not decreased below the above limits. In the
            event Supplier increases its insurance limits whether for purposes of any other contract, or otherwise, the above insurance limits
            shall be similarly increased until the earlier of the termination of such increase or three (3) years after the term of this Agreement.
            After April 30, 2003, Supplier may increase or decrease the deductibles set forth above. Any decrease of insurance limits pursuant
            to this Section 10(b) shall not be an adverse change.

11.   Disaster Recovery

      Supplier shall provide to the reasonable satisfaction of American a disaster recovery plan for the Services (the ―Disaster Recovery Plan‖)
      prior to the effective date of this Agreement. Supplier will implement the Disaster Recovery Plan as needed and will so advise American
      in writing as promptly as possible of such implementation. Upon notification of implementation of the Disaster Recovery Plan or as
      otherwise agreed in the Disaster Recovery Plan, American will perform its obligations as set forth in the plan.

12.   Force Majeure

      Notwithstanding anything in this Agreement to the contrary, the parties hereto shall be excused from their performance obligations
      hereunder (except for American‘s payment obligations), penalties, default, loss, damage, delay, interruption or other irregularities, to the
      extent primarily delayed by events beyond its control and not caused by its fault or negligence. The affected party shall immediately
      notify the other of any such event and shall use reasonable efforts to minimize the effects thereof. Upon such event, if there is a material
      interruption of

                                            eTDS Exception Services Contract – Exhibit A
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 10 of 38

                                                * CONFIDENTIAL TREATMENT REQUESTED
     Supplier‘s performance of Services which continues for more than two (2) days, American may terminate this Order in accordance with
     Section 5(d). This shall not negate American‘s obligation to pay all fees and charges due under the Agreement for Services performed up
     until the effective date of termination, provided nothing herein shall preclude, supercede or waive any claim, right or defense of any party
     hereto.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in their name and on their behalf effective as of
the date first set forth above.

SUPPLIER:                                                                  AMERICAN:
TRX FULFILLMENT SERVICES, LLC                                              AMERICAN AIRLINES, INC.

By: /s/ Scott Hancock                                                      By:     /s/ John R. MacLean
Scott Hancock, Executive Vice President & General Manager                  John R. MacLean, Vice President, Purchasing

Date: 1/27/03                                                              Date: 1/13/03

Attachments:

A.   I – Specifications
B.   II – Pricing Schedule
C.   III – Implementation/Transition Plan & Timetable
D.   IV – Service Levels
E.   V – Reporting
F.   VI – Performance Standards

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                        Page 11 of 38
                                                                                                                                Attachment I

ATTACHMENT I to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.,
                                                                               rd


(―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).

                                                            SPECIFICATIONS

The Supplier will:

     (a)   Complete manual/exception/default ticket exception handling of passenger name records (PNR‘s) or documents routed to them by
           American and its customers other than tour and cruise customers via current method including, but not necessarily limited to queue,
           mail, electronic mail, facsimile, courier, or carrier; or future means that may be mutually agreed upon by the parties. This will
           include mail processing, limited local on-demand printing, distribution of those on-demand printed documents (subject to definition
           of limited) and internal support functions i.e. training, maintenance (for Supplier equipment and infrastructure required in the
           performance of Services), testing and analysis required to support American Airlines ticketing and fulfillment. This will also
           include resolution of credit card defaults (including, but not by way of limitation, declined approval and address verification)
           necessary to complete ticket transactions. This will include passenger contact as required. Supplier will provide support desk
           functions to respond to ticketing inquiries from American Airlines and American‘s customers other than tour and cruise customers.

     (b)   Provide American access to Supplier‘s online reporting system for the purpose of obtaining volume tracking with respect to the
           Services and other applicable reporting data with respect to the Services as directed by American Airlines.

     (c)   Provide Technical Development Support to American related to modifying systems and applications that are utilized in supporting
           the Services, pursuant to Attachment II(B). This includes, but is not necessarily limited to: process engineering, business
           programming, project management, implementation, development and project analysis.

     (d)   Cause Services to be initiated in accordance with the Implementation/Transition Plan & Timetable (Attachment III).

     (e)   Perform Services in accordance with the Service Levels and MAP Standards.

     (f)   Supplier will provide Reports, pursuant to Attachment V, and provide access to Supplier‘s reporting systems which detail
           performance metrics for Services outlined in Attachment IV, Service Levels.

     (g)   Services shall be provided pursuant to the following parameters and subject to scheduled maintenance as set forth in Attachment IV
           (all times are CST):

                     PDS               * , Monday through Friday
                                       * Saturday
                                       *
                     Ticketing         * , 7 days a week

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                        Page 12 of 38

                                             * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                  Attachment I

                      Customer Services Desk
                      CSD        *
                      Back Office Support Agents
                      BOS
                      A           * , Monday through Friday
                                  * Saturday
                                  *

American will either (a) provide or (b) cause to be provided, to the Supplier, the following at American‘s expense:

     (a)   All * solely due to Supplier‘s failure to follow the terms of this Agreement. American shall be responsible for establishing
           and maintaining * and * .

     (b)   All    *     incurred pursuant to this Agreement,   * . In the event that    * .

     (c)   Customized paper consumables bearing the American Airlines logo or brand required in the provision of Services. American shall
           provide these consumables directly to the Supplier, or enable the Supplier to order required items directly with expenses charged
           directly to American by provider.

     (d)   Charges related to * solely due to Supplier‘s failure to follow the terms of this Agreement. American shall establish an
           account for the Supplier to use, with charges directly billed to American.

     (e)      * .

     (f)      *     customers through American‘s reservations office.

     (g)   American will develop and deliver train-the-trainer training prior to the activation of Services. American shall be responsible
           for * associated with this train-the-trainer training.

     (h)      *     to customers. American shall pay these charges as ―Pass Through Expenses‖.

All Services to be provided under the Agreement by Supplier, including, but not by way of limitation, all described in these
SPECIFICATIONS, shall be at the cost of Supplier and shall not result in any additional cost or expense to American than is otherwise set forth
in the attachments related to pricing. Any newly defined requirements will be set forth in a mutually agreed upon addendum to the agreement.

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 13 of 38

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                    Attachment II

ATTACHMENT II to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.,
                                                                                      rd


(―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).

                                                             PRICING SCHEDULE

A.    EXCEPTION SERVICES RATES
Exception
Services                                                                  Monthly Ticket Volume (MM)

Exception
Minutes/Ticket            <-.9              .9 -1.0            1.0 -1.3              1.3 -1.4          1.4 -1.5        1.5 -1.6            1.6+

       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *
       *                         *                    *               *                     *                 *               *                   *

      “Tickets” shall be defined as all tickets, except tour and cruise tickets, issued by or on behalf of American and routed through eTDS.
      “Ticket” shall mean any one of the Tickets.

      “Ticket Volume” for a given period shall be defined as the Tickets issued for that period.

      “Exception Minutes” shall be defined as all productive time (Paid minus PNU) worked by Supplier personnel, excluding indirect
      labor/time related to accounting, secretary, lead agents, instructors, testers, reporting, administrative/management services, special
      assignment, and all other indirect functions. For eTDS, this will exclude all time for tour and cruise.

      “PNU” shall be defined as all paid time other than time directly spent for exception or indirect work. PNU includes training, sick,
      vacation, holidays, meetings, supervisor meetings, paid breaks, downtime, deviation time and all other time spent not directly performing
      exception work as has previously been captured by AA agents.

      “Exception Minutes/Ticket or Exception Minutes per Ticket” shall be defined as Exception Minutes divided by Ticket Volume.

      These rates are all inclusive of Supplier‘s direct, indirect, allocated costs and profit associated with providing Services, and include
      headcount supporting deal team, misc. exception services and inbound mail. Billable hours include only the exception hours actually
      worked by Supplier‘s personnel in providing these services.

      The above Exception Services rates are inclusive of any applicable sales, use or gross receipts tax.

                                              eTDS Exception Services Contract – Exhibit A
                                     AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                            Page 14 of 38

                                                * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                   Attachment II

B.   TECHNICAL DEVELOPMENT SUPPORT RATES:

     Technical Development Support shall be provided at no cost to American for the * of all projects. All projects require a written
     project plan, approved by American, which identifies functions to be performed, project deliverables, dedicated project resources to be
     provided by Supplier and, if applicable, American, project timeline and total project cost (―Project‖). Supplier and American shall work
     together to jointly scope and prioritize all new Projects so that they may be accommodated with the resources committed by both parties.
     Supplier will commit two dedicated individuals for Technical Development Support at any time. Billable hours include only those hours
     defined in the approved Project plan, in excess of forty (40). All time spent by Supplier for Projects shall include, but not be limited to,
     development and technical information gathering after the date of Project approval. Hourly rates for Supplier personnel resources will be
     as follows:

             Process Engineer                                                                                                  *
             Business Programmer                                                                                               *
             Project Manager                                                                                                   *
             Implementation                                                                                                    *
             Development                                                                                                       *
             Project Analyst                                                                                                   *
             Agent                                                                                                             *

     The above Technical Development Support rates are inclusive of any applicable sales, use or gross receipts tax.

C.   PRICING ADJUSTMENTS

     Initial Pricing – Supplier will provide American with initial pricing based on * . Supplier may review and audit the average
     Exception Minutes/Ticket for the months of September, October, and November 2002. Supplier shall review September-October
     Exception Minutes/Ticket and Ticket Volume, and agree to the methodology for calculating Exception Minutes/Ticket prior to the
     execution of this Agreement.

     After the initial implementation period (which shall be understood to be the * or the effective date of this Agreement, whichever is
     later), in the * period commencing thereafter, Supplier will be required to * . In this * period after initial implementation,
     if Supplier is unable to achieve Exception Minutes/Ticket equal to, or lower than, eTDS‘ Exception Minutes/Ticket used for initial
     pricing, the pricing would remain fixed until such time that Supplier achieves this Exception Minutes/Ticket target for a
     continuous * period average.

     If American enacts a policy or procedure change, which results in a significant increase in Exception Minutes/Ticket, the Exception
     Minutes/Ticket used for purposes of the Service Levels and MAP Standards will be adjusted to mutually agreed upon standards.

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                        Page 15 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                 Attachment II

     After the initial six (6) months of the contract, pricing will be adjusted monthly based on the   * . For example, if the    *

     On an annual basis, beginning no sooner than twelve (12) months after transition and implementation of the work has been completed,
     Supplier pricing as defined in Attachment II(A) and (B) may be adjusted upward by * upon demonstration that a * or more
     improvement (the ―Annual Improvement‖) in * has been accomplished. Beginning the thirteenth month after the implementation
     and transition of Services, and every annual anniversary thereafter (the ―Measurement Date‖). Annual Improvement shall be calculated
     by a comparison of the most recent twelve month average for Exception Minutes/Ticket with the preceding twelve month average. On the
     first anniversary of this Agreement, Annual improvement shall be calculated by a comparison of the first twelve month average for
     Exception Minutes/Ticket with the average * , a copy of which * exception data has been previously provided to Supplier as
     audited by Supplier pursuant to the first paragraph of this Section C. In the event that Supplier has obtained at least the necessary Annual
     Improvement, pricing shall be adjusted upward by * , retroactive to the Measurement Date.

D.   TRANSITION/IMPLEMENTATION PERIOD INVOICING

     The following dates may be adjusted pursuant to mutual agreement of the parties:

       *

E.   If there is enacted any law, regulation, ruling, or any other such mandate of any Government authority having jurisdiction over the
     subject matter which alters the hours of service, rates of pay, working conditions or costs of performing the Service provided hereunder,
     American agrees that the above rates will be subject to renegotiation with sixty (60) days advanced written notice to American to take
     into account these increased costs. If the parties fail to reach agreement on the new rates, either party may terminate the provision of
     Services upon ninety (90) days advance written notice to the other without liability for termination fees.
                                                  eTDS Exception Services Contract – Exhibit A
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                                    Page 16 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                          Attachment III

ATTACHMENT III to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.,
                                                                             rd


(―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).

                                          HIGH LEVEL DELIVERABLES AND TIMELINE

A. High Level Deliverables

AA Deliverables

1. Provide Project Definition Document
2. Provide Application Requirements Document
3. Provide Application Design Document
4. Install 2 Tl circuits for telephone lines
5. Provide 2 Hard copy and 2 ticket printers
6. Conduct Train the Trainer session for Supplier instructors
7. Provide Applications to Supplier
8. Provide access to Applications for specified employees of Supplier as needed for performance of Services
9. Secure Pseudo employee numbers and create EPRs for Supplier employees that will be engaged in the performance of Services
10. Redirect inbound mail to Supplier
11. Transition workload to Supplier via phases as agreed upon

Supplier Deliverables

1. Install 2 Frame Relay data circuits
2. Provide a Training Plan
3. Provide a Testing Plan
4. Provide an Implementation Plan
5. Provide list of employees for EPR creation
6. Conduct training for all employees handling AA workload
7. Secure 9 Post Office Boxes for inbound mail
8. Transition workload via mutually agreed upon phases from American to Supplier

                                         eTDS Exception Services Contract – Exhibit A
                                AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                       Page 17 of 38
                                                                                                                   Attachment III

B. Transition Timeline

  *                                     Train the Trainer training American Instructors conduct a thorough review of American
                                        curriculum with Supplier‘s Instructors
  *                                     Installation of Frame Relay circuits Supplier will be responsible for the installation of 2
                                        Frame Relay circuits for data transmit
  *                                     Completion of Applications installation American will provide Applications necessary
                                        for Supplier to complete the workload as per the agreement
  *                                     Training begins for Staff, Ticketing and Customer Support Training for all work groups
                                        will begin simultaneously. PDS and Staff will be trained separately from ticketing, Deal
                                        Team and CSD
  *                                     PDS and Staff training completed
  *                                     Transition of Staff and PDS exception services begins This work will begin
                                        transitioning over a 5 day period
  *                                     Ticketing training completed
  *                                     Transition of exception ticketing begins Exception ticketing will be transitioned in
                                        stages with electronic workload first and then manual workload over a 5 day period
  *                                     Customer Support training completed
  *                                     Supplier begins handling Deal Team & CSD work

                                  eTDS Exception Services Contract – Exhibit A
                         AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                Page 18 of 38

                                  * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                              Attachment IV

ATTACHMENT IV to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.,
                                                                                rd


(―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).

                                                            SERVICE LEVELS

Supplier will provide the Services to American according to the metrics described herein. For the purposes of this Agreement, Paragraphs A
(Network Infrastructure Availability) and B (Handling Times) shall be the ―Service Levels‖. These Service Levels do not cover other services
that may be provided by Supplier to American. American shall not have a right to terminate this Agreement due to Supplier‘s failure to meet
the Service Levels.

A.   Network Infrastructure Availability. Supplier will be responsible for establishing and maintaining connectivity (―Network
     Infrastructure Availability‖) to the American Airlines network to access required applications, i.e., * . Connectivity will provide for
     the following level of availability for the Network Infrastructure.

Service Level Name:                                   Network Infrastructure Availability
Type of Measurement:                                  Average Network Infrastructure Availability
Measurement Definition:                               Actual % of Network Infrastructure Availability in any given month

                                                      The Network Infrastructure is considered unavailable if it cannot answer or initiate any
                                                      American (application) successfully in one or more consecutive minutes of unscheduled
                                                      downtime (―Unavailability‖) while the Application is available at the American host.
                                                      Scheduled network infrastructure minutes uptime: production units X days in month X
                                                      minutes in day.
Measurement Window                                    7x24x365

                                          eTDS Exception Services Contract – Exhibit A
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                        Page 19 of 38

                                             * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                              Attachment IV

Exception to the Measurement Window:                  Scheduled maintenance may occur during the periods of lowest anticipated system
                                                      usage.
                                                      Cumulative scheduled platform maintenance will not exceed      *    in any quarter.
                                                      Notification (by email or as otherwise set forth in this Agreement) of scheduled
                                                      platform maintenance – Supplier will notify American of scheduled platform
                                                      maintenance at least * in advance otherwise, the downtime will be considered
                                                      ‗unscheduled‘.
                                                      Scheduled network, hardware or service maintenance and /or upgrades.
                                                      Network Infrastructure Availability will not be affected by failures of American
                                                      applications or American‘s systems, or any other failures beyond the reasonable control
                                                      of Supplier.
Performance Collection Tool:                          Measurement, in minutes, of any Network Infrastructure Unavailability, provided in
                                                      estimated form within * of the resolution time of the Unavailability and in final
                                                      form to American within * of any such Unavailability
Calculation:                                          (Potential network infrastructure minutes uptime-Unscheduled network infrastructure
                                                      minutes downtime X * ) Scheduled network infrastructure minutes uptime).
                                                      Potential network infrastructure minutes uptime is defined as the number of minutes in
                                                      a * .
Monthly Expected Level:                                 *    Service Availability
Monthly Minimum Level:                                  *    Service Availability

B.   Handling Times. The service levels for the average handling times for the tasks comprising the Services are established as follows.
     Supplier‘s monthly averages shall meet or be better than the average handling times listed in this Section B.

                                         eTDS Exception Services Contract – Exhibit A
                                AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                       Page 20 of 38

                                             * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *

         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 21 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *


         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 22 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *


         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 23 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *


         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 24 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *


         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 25 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                           Attachment IV

                           *

         eTDS Exception Services Contract – Exhibit A
AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                       Page 26 of 38

         * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                  Attachment V

ATTACHMENT V to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.,
                                                                                 rd


(―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).

                                                                 REPORTING

Supplier will provide, or cause to be provided through their online reporting system, reports that provide the following metrics and data:

Hourly Ticket Tracking
Daily Agent Calls Per Hour
Daily Ticket Volume Summary
Daily Queue Summary
Daily Call Volume
Daily Phone Summary

Daily Transaction Summary (Documents)
Daily Transaction Summary (Minutes)
Daily Gross Ticket Sale Summary
Daily Exchange Summary
Daily Reissue Summary
Daily AA Product Summary
Monthly Resource/Headcount Summary
Monthly Ticket Volume Summary
Monthly Daily Queue Summary
Monthly Call Handling Summary
Monthly Phone Summary
Monthly Transaction Summary (Documents)
Monthly Transaction Summary (Minutes)
Monthly Exchange Summary
Monthly Reissue Summary
Monthly AA Product Summary
Monthly Postage Summary (containing an itemized description of postage costs by recipient)
Mutually agreed upon Ad hoc & Customized Reports

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 27 of 38
                                                                                                                     Attachment VI

ATTACHMENT VI to Exhibit A, to Exhibit A, for Services Agreement effective as of this 23 day of December, 2002, between American
                                                                                      rd


Airlines, Inc., (―American‖) and TRX Fulfillment Services, LLC (―Supplier‖).




                                                 Supplier Performance Standards

                                        eTDS Exception Services Contract – Exhibit A
                               AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                      Page 28 of 38
                                                                                                                                 Attachment VI

Purpose

American Airlines seeks to do business with suppliers who will enhance safety, dependability, and service and add value for our customers.
The Supplier Performance Measurement tool is designed to foster continuous improvement, provide feedback and serve as an indicator for
sourcing decisions and continuation of business relationships. The objective is to attain a high performing supply base.

Scope

Customers of American Airlines demand safe, high quality, on-time service at a reasonable cost. A comprehensive measurement tool has been
developed to measure supplier performance and drive continuous improvement to continually provide this level of service to our customers.
Key categories of supplier performance evaluation includes metrics that illustrate supplier performance in four key business areas:

      •   Delivery

      •   Cost

      •   Quality

      •   Responsiveness

Delivery is defined as a supplier‘s ability to provide goods and services that allow American Airlines to meet the operational requirements of an
airline and support services. Delivery of the services affects American Airlines‘ ability to provide our customers with consistent on-time
departures.

Cost is defined as the price and non-price elements that drive the cost of doing business for both American Airlines and our suppliers. Supplier
cost improvements are critical for American Airlines to be an industry leader and maintain financial strength as well as assure our suppliers
viability in the future.

Quality is measured by customer satisfaction. Quality performance impacts cost, delivery and responsiveness. Suppliers must provide products
and services that are capable of continuously meeting or exceeding our customer requirements and expectations. Supplies internal processes
must be capable, reliable, repeatable and continuously improving to meet these needs.

Responsiveness is defined as the perception of supplier‘s willingness to support American Airlines in continually providing service that
delights our customers. American Airlines recognizes the need to align with suppliers who acknowledge and respond to the dynamic needs of
all operations in an industry that measures performance in minutes.

Category Weighting

An overall supplier performance score is determined by weighting the four categories and multiplying category weight times category score.
We recognize that supplier performance in all four categories is required for American Airlines to achieve success. The weighting is designed
with emphasis on the areas that most greatly affect the end product and/or service provided to our customers.

MAP

MAP stands for Minimum Acceptable Performance. MAP is the lowest performance that American Airlines can tolerate without
significantly disrupting customer service. The term MAP is used by many businesses to convey customer quality expectations to suppliers. The
metric for MAP is not standardized and is determined by the organization to be the most suitable way to measure supplier performance.

At American Airlines, the term MAP is used in the supplier performance measurement process. MAP levels are defined for each of the four
categories and also for an index that reflects overall supplier performance. MAP is not a peak performance goal. Goals should represent stretch
performance and result in American Airlines and our suppliers providing products and services that exceed our customers‘ expectations. The
information below defines and explains the differences between Categorical MAP and Overall MAP calculations.

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 29 of 38
                                                                                                                                    Attachment VI

Categorical MAP’S

The categorical MAP levels are expressed as a percentage of points that reflects the lowest performance that American Airlines can tolerate in
the areas of cost, delivery, quality and responsiveness without significantly disrupting customer service. The MAP level set for the individual
categories is independent of the data that is used to award points. The method used to award points differs for each of the four categories. All
suppliers have the opportunity to obtain 100% of points in a given category.

Overall MAP

The overall MAP level is expressed as a percentage of points that reflects the lowest performance that AMR can tolerate cumulatively in the
four different supplier performance categories without significantly disrupting customer service. The overall MAP level is a sum of the points
awarded in the individual categories and is also independent of the raw data. It is an index that provides the ability to quickly evaluate the
overall performance of a supplier.

Corrective Action

Performance that is not meeting designated levels must trigger a mechanism to change that performance. The corrective action process is
designed to initiate activities that improve supplier performance when unacceptable performance is identified. The corrective action process is
initiated when:

      •    Supplier performance in any category is below MAP for any given quarter (if there are no open activities already addressing the
           same issue)

      •    AA has the right to initiate the corrective action process if the Supplier‘s performance which does not meet American Airlines
           expectations, even if the supplier is not in a ―below MAP‖ situation (i.e. scores between * ).

Implementation of corrective action is the responsibility of the supplier. American Airlines plays an active part in the performance
improvement process to ensure success. Successful deployment of this process is achieved by utilizing cross-functional teams with typical
membership to include the Commodity/Contracts Manager, and internal American Airlines customers. Activities that American Airlines is
responsible for include the Manager eTDS, Supervisor Vendor Relationship, Quality Control Administrator, Quality Control Coordinator, and
Financial Representatives:

      •    Formal notification of unsatisfactory performance to the supplier site, including a Supplier response form and directions for
           completion. Supporting information/data should be included to help the supplier in the identification of probable cause.

      •    Formal notification of unsatisfactory performance forwarded to a senior manager in the supplier‘s organization

      •    Follow-up sessions with suppliers to review action plans. American Airlines will validate that actions are directionally correct.

      •    Follow-up sessions to review performance change produced by implementation of the corrective actions

      •    Close out reviews with the supplier upon validation that the implemented corrective action has resulted in the required improvement
           as indicated by supplier performance evaluation.

      •    Support in the identification and corrective action process as needed, to ensure timely response

Supplier cross-functional team utilization during resolution is recommended. Upon initiation of the corrective action process a key supplier
contact on site must be identified and utilized by American Airlines for the transfer of information. Activities that the supplier is responsible for
include:

                                            eTDS Exception Services Contract – Exhibit A
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 30 of 38

                                                * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                   Attachment VI

       •   Identification of probable cause

       •   Response to American Airlines providing corrective action plans, responsible parties and projected improvement time line

       •   Implementation of corrective action

       •   Provision of information/data supporting the impact of the corrective action

       •   Participation in follow-up sessions

Achieving continuous improvement through the corrective action process requires active support and involvement of American Airlines and
our suppliers. Corrective actions should always include specific assignees, timelines with target dates and expected results. Resolution of
corrective action should include specific follow up plans to assure that the improvement is maintained.

Data

Data utilized for the supplier performance report is generated both internally to American Airlines and supplier operations. To assure timely
report distribution, all data (productive hours and number of records worked by department) must be available at American Airlines for
integration by quarter end plus seven days. Required supplier data not received by the close date will result in a zero scoring for that element.

Required supplier data and format will be designated by American Airlines prior to the initial reporting period. Utilization of automated
systems is key in assuring the timeliness of the report. Electronic information transfer is recommended where feasible. The goal of this process
is to minimize data input and redundancy.

Required American Airlines data will be retrieved from internal systems and is the responsibility of American Airlines to assure timeliness and
accuracy.

Reviews of American Airlines and supplier data will be performed on a regular basis to assure accuracy. Accurate data is required to provide
meaningful metrics and performance tracking mechanisms. It is the supplier‘s responsibility to assure that all data forwarded to American
Airlines is accurate and can be validated through the review process.

Reporting

Supplier performance evaluation is designed to provide performance feedback to our suppliers on a quarterly basis. The report includes:

       •   Supplier performance for the quarter overall

       •   Supplier performance for the quarter by category

       •   Supplier performance for the quarter by element

       •   MAP levels

       •   Rolling 13-month performance

       •   Corrective Action status

Timely information is critical for suppliers to utilize the performance measurement results. Target time for report distribution is 20 days after
quarter end.

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 31 of 38
                                                                                                                                     Attachment VI

Cost Category

The Cost Category is weighted at * of the total Report score. Cost improvements are imperative to remain competitive in the airline
industry. Total Cost encompasses price as well as non-price criteria that ultimately drive operational cost for any business. American Airlines
has committed to continually measuring and improving the total cost of business and believes that suppliers focusing on cost improvements
provide benefits to both parties.

The Cost Category has one Element:

      •      *

The total point score possible in the Cost Category is * . The elements are measured on a percentage point sliding scale. Each weighted
element is calculated on a scale of 50 to 100 then multiplied by the weight of that element. Penalties, if any, are calculated as a deduction from
the score after the weighted elements have been summed.

Example:

Cost Elements

     Exception minutes per ticket: This element is weighted at * of the Cost Category, which equates to                   *   points. The
     measurement is calculated as the Total Exception Minutes divided by the Total Ticket Volume.

How will we calculate

     Formula:

    Exception Minutes per
Ticket
                                 =   [                 Total Exception Hours ―60            ]
                                                         Total Ticket Volume
                        Exception Minutes per Ticket                                                     Points Awarded

                            Less than 0.45                                                                     *
                              0.45 0 0.50                                                                      *
                              0.50 – 0.55                                                                      *
                              0.55 – 0.60                                                                      *
                              0.60 – 0.65                                                                      *
                             0.65 – (.70)                                                                      *
                             (.70) – (.75)                                                                     *
                             (.75) – (.80)                                                                     *
                           Higher than (.80)                                                                   *

                                              eTDS Exception Services Contract – Exhibit A
                                     AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                            Page 32 of 38

                                                  * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                   Attachment VI

Delivery Category

Delivery is weighted at * of the total Report score. On-time delivery performance is necessary to ensure the timely receipt of
ticket/itinerary information by American Airlines customers and to prevent unnecessary travel delays related to ticketing. A late delivery of
ticket/itinerary may cause additional expenses, revenue losses and re-planning costs to be incurred. Supplier must manage their operation to
assure that tickets are delivered in accordance with the service levels defined in the American/TRX Agreement.

The Delivery Category has one Element:

        *

The total point score possible in the Delivery Category is * . The element is measured on a percentage point sliding scale. The element is
calculated on a scale of 50 to 100 then multiplied by the weight of that element. Penalties, if any, are calculated as a deduction from the score
after the weighted elements have been summed.

Example:

Delivery Elements

     Ticket Fulfillment: This element is weighted at * of the Delivery Category, which equates to * points. This measures the
     ability of supplier to meet the delivery requirements defined in the American/TRX Agreement. AA will use the same standards we
     currently use to measure delivery for our agent performance evaluation reports (PER). We have a method of assembling data daily to
     calculate agent performance. We‘ll use this same metric to calculate a cumulative score for TRX.

     Formula:

     Ticket
Fulfillment
                       =   [                    Total number of Tickets Delivered Timely            ]     * 100 %

                                                   Total number of tickets delivered
                           Ticket Fulfillment Yield                                                      Points Awarded

                                      *                                                                        *
                                      *                                                                        *
                                      *                                                                        *
                                      *                                                                        *
                                      *                                                                        *
                                      *                                                                        *

                                             eTDS Exception Services Contract – Exhibit A
                                    AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                           Page 33 of 38

                                                      * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                                        Attachment VI

Quality Category

Quality is weighted at * of the total supplier performance score. Quality is defined as the delivery of a product or service, which meets or
exceeds the customer‘s expectations for performance and reliability.

The Quality Category has three Elements:

      •      *

      •      *

      •      *

The total point score possible in the Quality Category is * . The element is measured on a percentage point sliding scale. The element is
calculated on a scale of 50 to 100 then multiplied by the weight of that element. Penalties, if any, are calculated as a deduction from the score
after the weighted elements have been summed.

Example:

Quality Elements

     Customer Satisfaction: This element is weighted at * of the Quality Category, which equates to                     *    points. This measures the
     number of customer complaints received about services provided by TRX.

     Formulas:

                                                              Number of eTDS customer complaints attributable to
     Customer Satisfaction =                      [      1-   Supplier                                               ] *100
                                                                           Total number of tickets


                           Customer Satisfaction Yield                                                      Points Awarded

                                       *                                                                            *
                                       *                                                                            *
                                       *                                                                            *
                                       *                                                                            *
                                       *                                                                            *
                                       *                                                                            *

     Chargebacks: This element is weighted at * of the Quality Category, which equates to                  *       points. This measures the increase in
     monetary liability created by supplier errors or inaccuracies versus current charge back totals.

     Formulas:

     Chargebacks       =                  TRX chargeback $ monthly
                                      Current eTDS benchmark $ monthly

                                               eTDS Exception Services Contract – Exhibit A
                                      AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                             Page 34 of 38

                                                      * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                             Attachment VI
                          Chargebacks Yield                                                          Points Awarded

                                 *                                                                         *
                                 *                                                                         *
                                 *                                                                         *
                                 *                                                                         *
                                 *                                                                         *
                                 *                                                                         *

Record Accuracy: This element is weighted at     *   of the Quality Category, which equates to   *      points. This measures the accuracy of
completed transactions.

     Formulas:

    Record Accuracy =             (Number of records audited – Number of errors)
                                           Number of records audited

                         Actual score will be based on a comparison with a quarterly benchmark to be established.

                                         eTDS Exception Services Contract – Exhibit A
                                AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                       Page 35 of 38

                                              * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                             Attachment VI

Responsiveness Category

Responsiveness is weighted at * of the total Report score. This category captures the internal customer‘s perception of supplier
performance. The focus is on how American Airlines view‘s supplier support in key business areas. Each element of this category is weighted
equally at * . Each element will also be evaluated by degree of importance to the customer. The degree of importance will not affect the
element scoring, but provides direction for process improvement in this category.

Responsiveness Elements

     1)    WILLINGNESS in accepting issues identified by American Airlines?             *

     2)    FLEXIBILITY in adjusting and changing with requests?          *

     3)    TIMELINESS in responding to requests?         *

     4)    SUPPORT from the supplier‘s employees in assuring that your operational needs are met?         *

     5)    The level of KNOWLEDGE of the supplier‘s employees?              *

     6)    QUALITY issues? (conformance to specifications/requirements)             *

     7)    DELIVERY issues? (Assists in supporting on-time departure requirements)          *

     8)    ANTICIPATING and resolving problems on their own?            *

     9)    Effectiveness in generating COST Improvements?         *

     10)   What is your OVERALL rating of the supplier‘s performance?           *

These items are subjective measures of supplier‘s responsiveness to these categories versus empirical data.

Rating scale for each element includes

     1.    Satisfaction Level
                 4=Very Satisfied
                 3=Satisfied
                 2=Dissatisfied
                 1=Very Dissatisfied

     2.    Importance Level
               4=Very Important
               3=Satisfied
               2=Dissatisfied
               1=Not Important
                           Average Survey Score                                                        Points Awarded

                              4.0 to 3.5                                                                      *
                              3.5 to 3.0                                                                      *
                              3.0 to 2.7                                                                      *
                              2.7 to 2.5                                                                      *
                              2.5 to 2.0                                                                      *
                             Less than 2.0                                                                    *

                                           eTDS Exception Services Contract – Exhibit A
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 36 of 38

                                                  * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                     Attachment VI

                                                 Appendix I
                                    Category and Element Weight Summary
                                                                          Element          Maximum
Categories and Elements                                                   Weight            Points

Cost    *
     Exception Minutes per Ticket                                               100 %           *
Delivery *
     Ticket Fulfillment                                                         100 %           *
Quality *
     Customer Satisfaction                                                      *               *
     Chargebacks                                                                *               *
     Record Accuracy                                                            *               *
Responsiveness *
     Willingness                                                                    10 %        *
     Flexibility                                                                    10 %        *
     Timeliness                                                                     10 %        *
     Support                                                                        10 %        *
     Knowledge                                                                      10 %        *
     Anticipation                                                                   10 %        *
     Quality                                                                        10 %        *
     Delivery                                                                       10 %        *
     Cost                                                                           10 %        *
     Overall                                                                        10 %        *

           Total Available Score                                                100 %           *


                               eTDS Exception Services Contract – Exhibit A
                      AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                             Page 37 of 38

                               * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                      Attachment VI

                                                           APPENDIX II

      Supplier Name:                                                 Date:

      Participant Name:                                              Position Description:
      Phone Number:                                                  Mail Drop:
How satisfied are you?                                 Rating - Circle Best Answer                   How Important Is This To You?

How satisfied are you with              Very                                         Very
Supplier‟s                             Satisfied   Satisfied        Dissatisfied     Dissatisfied   Very                 Not at all
responsiveness in terms of:                4           3                 2           1               4     3      2          1
1) WILLINGNESS in accepting issues    Reason:________________________________
identified by American Airlines?      _______________________________________
                                      _____________________
2 ) FLEXIBILITY in adjusting and          4            3                   2         1               4     3      2          1
changing with requests?
                                      Reason:_______________________________
                                      _______________________________________
                                      _____________________
3) TIMELINESS in responding to            4            3                   2         1               4     3      2          1
requests?
                                      Reason:________________________________
                                      _______________________________________
                                      _____________________
4) The level of SUPPORT from the
supplier‘s employees?                      4           3             2        1                      4     3      2          1
                                      Reason:________________________________
                                      _______________________________________
                                      _____________________
5) The level of KNOWLEDGE of the           4           3             2        1                      4     3      2          1
supplier‘s employees?
                                      Reason:________________________________
                                      ______________________________________
                                      _____________________
6) QUALITY issues? (conformance to        4            3                   2         1               4     3      2          1
specifications)
                                      Reason:________________________________
                                      _______________________________________
                                      _____________________
7) DELIVERY issues? (transaction          4            3                   2         1               4     3      2          1
time, lead time)
                                      Reason:________________________________
                                      _______________________________________
                                      _____________________
8) ANTICIPATING and resolving             4            3                   2         1               4     3      2          1
problems on their own?
                                      Reason:_________________________________
                                      ________________________________________
                                      _____________________
9) Effectiveness in generating COST       4            3                   2         1               4     3      2          1
REDUCTIONS?
                                      Reason:_________________________________
                                      _______________________________________
                                      _____________________
10) What is your OVERALL rating of       4            3             2           1        4   3   2   1
the supplier?
                                     Reason: ________________________________
                                     _______________________________________
                                     _____________________

                                       eTDS Exception Services Contract – Exhibit A
                              AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                     Page 38 of 38
                                             Exhibit B – Purchase Order Terms and Conditions

This Exhibit B, is an addendum to the Services Agreement effective as of this 23 day of December, 2002, between American Airlines, Inc.
                                                                                  rd


and TRX Fulfillment Services, LLC.

1.   Acceptance . Unless issued pursuant to a written agreement between us and you, this Purchase Order is American Airlines, Inc.‘s (herein
     ―we‖, ―us‖ or ―our‖) offer to TRX Fulfillment Services, LLC (herein ―you‖ or ―your‖) for the purchase of Articles or Services and shall
     be binding upon your written acknowledgment hereof or your commencement of any performance hereunder. In such event, your
     acceptance is limited to the terms contained herein. This Order may not be modified except in a writing signed by both Parties. As used
     herein, ―Party‖ means either you or us and ―Parties‖ means both of you and us.

2.   Pricing . The prices shown herein for the material, equipment or items (―Articles‖) or services (―Services‖) of the type ordered hereunder
     shall be complete, and no additional charges may be added without our express written consent, including transportation to the F.O.B.
     point, packaging, customs, duties, taxes, storage, insurance, boxing and crating expenses or travel and incidental expenses.

3.   Warranty . You warrant that all Articles and Services will: conform to the requirements of this Order and any samples or other
     descriptions given; be of good quality

4.   Indemnification . EACH PARTY (THE ―INDEMNIFYING PARTY‖) WILL DEFEND, INDEMNIFY AND HOLD THE OTHER
     PARTY AND EACH OF THEIR RESPECTIVE SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
     (THE ―INDEMNIFIED PARTY‖) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES,
     CLAIMS, FINES, PENALTIES ASSESSMENTS, DEMANDS, ACTIONS SUITS AND JUDGMENTS, INCLUDING ALL FEES,
     COSTS AND EXPENSES INCIDENTAL THERETO, THAT MAY BE CHARGED TO, ASSERTED AGAINST OR INCURRED BY
     THE INDEMNIFIED PARTY BY REASON OF ANY CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, SUITS AND OTHER
     LEGAL ACTIONS BY THIRD PARTIES RESULTING FROM OR ARISING OUT OF THE INDEMNIFYING PARTY‘S BREACH
     OF THIS ORDER EXCEPT TO THE EXTENT RESULTING FROM THE INDEMNIFIED PARTY‘S ACTS OR OMISSIONS.

5.   Insurance . You shall maintain (and within five (5) business days of the date of this Order and thereafter annually upon renewal of such
     policies furnish us with satisfactory evidence of) public liability, product liability, automobile liability, property damage and/or worker‘s
     compensation and employer‘s liability and other insurance coverages in accordance with Exhibit A or, if not specified sufficient to cover
     the transactions contemplated hereby. As specified or otherwise appropriate each policy shall (a) name Us as additional insureds, (b)
     insure, under the contractual liability sections the specific liabilities assumed by you under this Order, (c) be primary without right of
     contribution from any insurance carried by Us, (d) waive any and all rights of subrogation the insurer may or could have against Us, and
     (e) include the insurer‘s agreement that your breach of

                                          eTDS Exception Services Contract – Exhibit B
                                 AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                         Page 1 of 3
      any representation set forth in its policy will not invalidate the insurance as to Us. You shall give us not less than fifteen (15) days prior
      written notice of any potential adverse change in your coverage including but not by way of limitation, cancellation.

6.    Independent Contractor . You are and shall be an independent contractor, and under no circumstances will you or any of your
      personnel be deemed our agent or employee.

7.    Confidentiality . Each Party (the ―Receiving Party‖) acknowledges that certain confidential and trade secret information (―Proprietary
      Information‖) of the other Party (the ―Disclosing Party‖) has been and may be disclosed or furnished hereunder or in connection herewith
      (including the terms of this Order). The Receiving Party agrees: (a) to hold the Proprietary Information in the strictest confidence, (b) not
      to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or
      otherwise transfer the other‘s Proprietary Information to any third party, (c) not to make use of the Proprietary Information other than for
      the permitted purposes under of this Order, and (d) to disclose the other‘s Proprietary Information only to their respective representatives
      requiring such material for effective performance of this Order and who have undertaken an obligation of confidentiality and limitation
      of use consistent with this Order. This obligation shall continue as long as allowed under applicable law.

8.    Assignment/Subcontracting . No part of this Order may be assigned or subcontracted by either Party directly or indirectly, without the
      prior written approval of the other Party.

9.    Compliance with Legal Requirements . The Parties warrant that, in their respective performance of this Order, they shall comply with
      all applicable federal, state and local laws, rules and regulations applicable thereto.

10.   Limitation of Our Liability/Statute of Limitations . In no event shall either Party be liable for anticipated profits or for special,
      incidental, consequential, indirect or punitive damages in connection with this Order. Except for our payment obligations hereunder, in
      no event will either Party‘s aggregate liability for any claim of any kind for loss or damage arising out of or in connection with this Order
      exceed $4,000,000. Any action resulting from breach of this Order must be commenced within two (2) years after the cause of action has
      accrued. You, in providing Services and/or Articles pursuant to this Order, will not be responsible or liable for any acts, errors,
      omissions, losses, injuries, deaths, property damage, accidents, delays, nonperformances, or any other irregularities, or any indirect or
      consequential damages resulting from third parties selected solely by American or third parties approved by American except for
      permitted subcontractors.

11.   Setoff . Either Party may set off any amount due from the other Party under this Order (and/or any Agreement entered into by the Parties
      in conjunction with or related to this Order) against any amount owed by such Party to the other Party under this Order and/or
      Agreement.

                                            eTDS Exception Services Contract – Exhibit B
                                   AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                           Page 2 of 3

                                                * CONFIDENTIAL TREATMENT REQUESTED
12.   Governing Law . THIS ORDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE
      OF NEW YORK (EXCLUDING THE CONFLICT OF LAW PROVISIONS THEREOF).

13.   Right to Audit . You shall keep complete records and accounts in your standard format from which may be determined the actual cost of
      Articles or Services provided under this Order and compliance with all other terms and conditions hereof. Such records and accounts
      shall be open for inspection, examination, audit and copying by us or our designated representative at all reasonable times for up to three
      (3) years following the expiration or termination of this Order.

14.   Survival . Notwithstanding anything herein to the contrary, Sections 3, 4, 5, 7, 10, 11, 12 and 13 of this Exhibit B, as well as any other
      sections or portions of this Order that expressly or implied survive expiration or termination, shall survive the expiration or termination
      of this Order.

15.   Miscellaneous . If any provision of this Order is declared unlawful, invalid or unenforceable by any final administrative, legislative or
      judicial action, this Order shall be deemed to be amended to conform with the requirements of such action and all other provisions hereof
      shall remain in full force and effect. Failure or delay by either Party in requiring strict performance of or in enforcing any provision of
      this Order, nor a Party‘s previous waiver or forbearance of any such provision, shall in any way be construed as a waiver or continuing
      waiver of any provision of this Order. This Order is the entire agreement of the Parties, and shall supersede any prior or
      contemporaneous oral or written agreements or understandings between the Parties, relating to the subject matter hereof. This Order has
      been entered into for the sole benefit of you and us, and in no event shall any third party beneficiaries be created thereby.

16.   Monitoring of Work . We shall have the right upon reasonable notice to monitor manufacture of the Articles or performance of the
      Services in progress. For that purpose, you shall permit our agents or employees to enter your facilities upon reasonable notice when the
      Articles are being manufactured or when the Services are being performed. You shall impose an identical requirement on any
      subcontractor permitted hereunder.

17.   Notices . Unless otherwise specified in this Order, all notices, approvals, requests, consents and other communications given pursuant to
      this Order shall be in writing and shall be deemed to have been duly given when received if hand-delivered, sent by overnight courier or
      sent by United States certified or registered mail, addressed to the addresses set forth in this Order or to such other addresses as may be
      subsequently specified by the Parties in writing.

                                           eTDS Exception Services Contract – Exhibit B
                                  AMERICAN AIRLINES, INC. & TRX FULFILLMENT SERVICES, INC.
                                                          Page 3 of 3
                                                                                                                                 Exhibit 10.18

                                               TRAVEL TECHNOLOGIES GROUP, L.P.
                                               d/b/a TRAVEL TECHNOLOGIES GROUP
                                                   SERVICE BUREAU AGREEMENT

     This Service Bureau Agreement (this ―Agreement‖) is made and entered into this 24 day of July, 2000 (the ―Effective Date‖) by and
                                                                                          th


between TRAVEL TECHNOLOGIES GROUP, L.P., d/b/a TRAVEL TECHNOLOGIES GROUP, located at 7557 Rambler Road, Dallas, TX
75231 (hereinafter ―TTG‖) and American Express Travel Related Service Company, Inc., located at World Financial Center, American
Express Tower, 200 Vesey Street, New York, New York 10285, USA (hereinafter ―User‖).

Subject to the terms and conditions in this Agreement, TTG hereby agrees to provide User certain services through the use of TTG‘s software
product and related manuals and documentation specified on Exhibits A, B, C, and D attached hereto, and incorporated herein by reference.

1.   Definitions

     1.1. Acceptance – Written confirmation from User to TTG issued in accordance with Section 2.7 hereof, that an Enhancement, or the
          development and integration work required hereunder, developed by TTG pursuant hereto, functions and performs in accordance
          with applicable specifications and service level requirements.

     1.2   Affiliated Travel Agencies – Franchisees or other travel agencies to which User provides services, products, or User‘s Confidential
           Information, but excluding those agencies whose only relationship to User is the acceptance of User‘s credit card for payment.

     1.3   Enhancement – Changes to the Software that provide additional features and/or functionality not included within the Standard
           Services, expanding the capabilities of the Software in existing or new functional areas.

     1.4   Global Distribution System or GDS – A computer system or network used to check and make reservations of a travel related
           nature, including without limitation, Amadeus, Appolo/Galileo, Sabre and Worldspan.

     1.5   Improvements – New functionality that addresses areas that were not covered in the initial or subsequent release Software Release
           for a Product, or so significantly expands a function as to be considered a new function.

     1.6   Modification – Changes to the Software that affect existing functionality. Normally this includes streamlining processes, revising
           screens for clarity, etc.

     1.7   Product – A logical grouping of Software Releases, in object code only, and related documentation, which are sold by a specific
           product name.

     1.8   Service Bureau – Computer facility, located at the TTG Service Bureau offices located at 7557 Rambler Road, Dallas, TX 75231,
           from which TTG will provide services and data information to the User.

     1.9   Software – Collectively, all of the Software Releases created by TTG from time to time, with respect to the Products identified on
           Exhibits A and B.

     1.10 Software Release – A complete or partial delivery of software implemented at TTG‘s discretion that updates all or some portion of
          the Software or serves as the basis for a Modification, Improvement or Enhancement and resides on the servers at the TTG Dallas
          facility.

     1.11 Standard Services – All of the services and Products described in this Agreement, including Exhibits A and B hereto, together with
          such other Products and services as the parties shall
           mutually agree, for the processing of travel transactions in North America; provided, however User shall be entitled to utilize the
           Standard Services provided pursuant hereto for the processing of transactions in North America notwithstanding that User may
           choose to provide services in connection with such transactions outside of North America.

     1.12 User Data – All data and information relating to User, its Affiliated Travel Agencies and their respective clients, client travelers,
          customers and users that are generated, received, transmitted, used or stored in connection with the provision of the Standard
          Services, the Products or other services provided by or on behalf of TTG hereunder or otherwise.

2.   Scope Of Services

     2.1   TTG shall provide the Standard Services to User and its Affiliated Travel Agencies, together with any Modifications,
           Improvements, or new Software Releases relating to the Standard Services, as soon as such Modifications, Improvements or new
           Software Releases are offered generally by TTG; provided, however in the event the development costs for any such Modification,
           Improvement or New Software Release were paid by an third party customer of TTG and TTG charges all of its customers for the
           use of such Modification, Improvement or new Software Release, User shall pay for the use of same in accordance with the
           provisions of Section 4.4 hereof. The Standard Services shall be provided at the pricing set forth in Exhibit A and Section 4.4
           hereof, and in accordance with the terms of this Agreement, including without limitation, the service level requirements of Exhibit
           C and the security standards set forth in Exhibit D as modified from time to time by User in accordance with Section 22. TTG shall
           not, without User‘s consent, modify (i) the composition or nature of the services, or (ii) the manner in which the services are
           provided or delivered.

     2.2   As part of the Standard Services, TTG shall maintain and enforce at the Service Bureau safety and physical security procedures that
           are (a) at least equal to industry standards for such types of service locations, (b) at least as rigorous as those procedures in effect at
           such location as of the Effective Date, and (c) which provide all appropriate technical and organizational safeguards against
           accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of User Data and all other data owned by
           User and accessible by TTG hereunder. User shall have the right to establish back up security for data and to keep back up data and
           data files in its possession if it chooses. If User requests additional safeguards for User Data other than as required by this
           Agreement including the Exhibits hereto, TTG shall provide such additional safeguards at User‘s expense, which shall be the actual
           cost of such additional safeguards. Without limiting the generality of the foregoing, TTG shall take all reasonable measures to
           secure and defend against ―hackers‖ and other who may seek to modify or access the Service Bureau or access any User Data or
           information found therein without the consent of User, and to correct same to its original form in the event that it is modified
           without the consent of User. TTG shall report to User in a timely fashion any breaches of security, unauthorized changes to or
           access to the Service Bureau or User Data that has or is likely to disrupt, cause embarrassment to User or any of its Customers or in
           any way diminish the quality of the services provided hereunder. TTG shall use its best efforts to remedy such breach of security or
           unauthorized changes within two (2) days of any such breach of security or unauthorized changes.

     2.3   The Software necessary to provide and support the Standard Services and any Enhancements developed pursuant to this Agreement
           will at all times hereunder run and reside at the Service Bureau. The Software will be run by TTG according to the provisions of
           this Agreement and such other of User‘s specific needs and requests as are mutually determined and agreed by the parties. TTG
           will compile and transmit to User on a monthly basis such portions of the User Data as User may require, strictly in accordance
           with User‘s instructions.

     2.4   TTG shall provide to User all of the reporting described on Exhibit B . Additionally, TTG hereby grants to User the nonexclusive,
           royalty free license to use TTG‘s ―EnCoRRe Reports‖ software

                                                                        -2-
      or any successor thereto, provided by TTG to User, to generate and run such other reports as User may desire from the information
      and User Data transmitted to User pursuant to Section 2.3 above.

2.5   The Software will include adaptations for use with all GDS systems including, but not limited to, Amadeus, Apollo/Galileo, Sabre
      and Worldspan. User may request other specific Enhancements to the Software. TTG agrees to negotiate in good faith with User
      towards the development of such Enhancements and User agrees to pay for such requested Enhancements) at prices, terms and
      conditions no less favorable than those offered by TTG to any other party. These payments for Enhancements entitle User
      exclusivity to the use of these new Enhancements for not less than six (6) months after implementation and Acceptance. In the
      event TTG makes the Enhancement available for general use, such reimbursement shall be made to User, immediately upon receipt
      by TTG of payment from its customers, in installments equal to fifty percent (50%) of the amounts paid to TTG by its customers
      for such Enhancement TTG and User may agree, prior to the development of any Enhancements, to develop an Enhancement at a
      rate less than that set form in this Section 2.4 and the parties may further agree correspondingly to limit exclusivity to less than 6
      months.

2.6   Both parties will periodically discuss and review User‘s competitive environment which would include a review of User‘s
      competitors‘ technology, cost or pricing structure and service offerings, to the extent such information is known (and with respect
      to TTG, to the extent that disclosure of such information is not restricted by contractual obligation to a third party). If there is
      significant financial impact from new or improved process or technology: (1) which would reduce costs or improve service; (2)
      which would make competitors‘ costs for services at or below User‘s cost for comparable services; or (3) which would make
      competitors‘ service offerings superior to those of User, then, the parties shall jointly determine, in good faith, if a change in
      technology, cost or services should be made, in accordance with the provisions of Section 12.

2.7   Within thirty (30) days of the Effective Date, the parties shall jointly develop detailed specifications (the ―Specifications‖) for the
      tasks involved in the integration and customization of the Software and the Products necessary to enable TTG to provide the
      fulfillment, file finishing, internal and external customer documentation, ticketing and other services to be provided hereunder in
      accordance with the standards established in the Specifications and this Agreement, including Exhibit C hereto. The Specifications
      shall include a detailed plan for these development tasks to include, without limitation, programming, testing, integration and
      implementation (the ―Development Plan‖). Development of all items called for in the Development Plan shall be complete within
      sixty (60) days of the Effective Date.

2.8   Upon completion of the development of all items called for in the Development Plan and within ninety (90) days after the Effective
      Date, TTG shall complete implementation and integration of the developed materials in accordance with the Development Plan.
      Upon completion of such implementation and integration, TTG shall certify in writing to User that such implementation and
      integration work is complete and ready for acceptance testing by User. After User‘s receipt of this notice, User shall commence
      acceptance testing as soon as reasonably practicable and shall complete such testing within ten (10) days. The acceptance testing
      shall be conducted to demonstrate to User that the developed materials and the integration thereof functions and performance in
      accordance with the applicable specifications and performance criteria as defined in the Specifications which are consistent with
      the service levels as defined in Exhibit C. In the event of rejection by User, User will notify TTG, specifying the nature of such
      failure in reasonable detail, and TTG shall have fifteen (15) days in which to correct the problem after which User will re-conduct
      the acceptance test within a fifteen (15) day period and the notification procedures will be repeated.

2.9   In the event there is no Acceptance by User within the timeframes described above, and such lack of Acceptance is based on a
      delay attributable to TTG, its agents or subcontractors, then the number of unique record locator numbers required to be processed
      pursuant hereto (as set forth in A.1 of Exhibit A hereto) for User to obtain best pricing shall be reduced by 100,000 for each day

                                                                 -3-
           of delay until Acceptance. Alternatively, in the event there is no Acceptance with 100 days of the Effective Date attributable to
           TTG, its agents or subcontractors, User may terminate this Agreement and receive a full refund of that portion of the
           Implementation Fee, as defined on Exhibit A hereto, paid by User upon execution of this Agreement.

     2.10 As part of the services provided hereunder, TTG shall implement and manage disaster recovery plans and backup plans,
          substantially in the form of Exhibit F, for the computer equipment and operating environment from which the services will be
          provided. Within thirty (30) days of the execution of this Agreement, and at least once every quarter during the term of this
          Agreement, TTG will (i) update and test the operability of the disaster recovery plan in effect at that time, (ii) upon User‘s request,
          certify to User that the disaster recovery plans are fully operational, and (iii) upon discovery by TTG promptly provide User with a
          notice of a disaster and implement the disaster recovery plans upon the occurrence of any such disaster affecting the provision or
          receipt of TTG‘s services. Whenever a disaster causes TTG to allocate limited resources between or among TTG‘s customers and
          affiliates, User shall receive at least the same priority in respect of such allocation as TTG‘s affiliates and TTG‘s other commercial
          customers.

     2.11 TTG shall maintain accurate records in connection with the payment and performance provisions under this Agreement. At User‘s
          expense, User may appoint an independent, nationally recognized, certified public accountant bound in confidence and reasonably
          acceptable to the TTG to inspect and audit the TTG‘s relevant records to ensure compliance with the payment and performance
          terms of this Agreement. Such inspection and audit shall be during normal business hours upon at least ten (10) days prior notice
          and shall not interfere unreasonably with the TTG‘s business activities. Each party agrees to cooperate with the other in conducting
          such audit. Inspections and audits shall be made no more frequently than twice a year. User shall also have the right to audit TTG‘s
          operations and related records, in accordance with the foregoing notice and procedural and frequency provisions, to ensure
          compliance with its data protection, security, and other obligations under this Agreement. In the event User discovers any
          substantial noncompliance with its security, redundancy, and disaster recover policies then in effect, TTG shall reimburse User for
          the reasonable costs of such audit, and shall remedy any such noncompliance within thirty (30) days of completion of the audit.

     2.12 TTG shall use its highest level of commercially reasonable efforts to enter into binding agreements with all GDS providers, with
          terms at least as long as the Initial Term, granting to TTG all rights necessary to TTG to provide the Standard Services and perform
          all of TTG‘s obligations hereunder within 180 days after the Effective Date; provided, however, TTG must enter into such
          agreements within one year after the Effective Date. TTG shall provide notice to User of each such agreement as and when entered.

3.   Proprietary Rights; Confidentiality

     3.1   User acknowledges that the Software and the related documentation, embody valuable confidential and proprietary information of
           TTG, the development of which required the expenditure of considerable time and money by TTG, and are protected by United
           States copyright law and international treaty. User shall treat such information so received in confidence and shall not use, copy,
           disclose, nor permit any of its personnel (excepting those employees with a ―need to know‖) to use, copy, or disclose the same, or
           the existence of same, for any purpose that is not specifically authorized under this Agreement. By virtue of this Agreement, User
           acquires only the non-exclusive right as described above to receive the services provided by TTG through the use of its proprietary
           Software and related documentation, and does not acquire any rights of ownership in such materials. TTG, or its licensor, at all
           times retain all right, title and interest in the Software, related documentation, and, subject to Section 2.5 above, any derivatives
           thereof.

     3.2   TTG acknowledges and agrees that User Data is, or will be and remain, the exclusive property of User and shall be deemed
           valuable confidential and proprietary information of User. TTG hereby waives any interest, title, lien or right to any such data. All
           User Data shall be used by TTG only

                                                                      -4-
      as necessary to perform its obligations hereunder. In no event shall User Data be (i) disclosed, sold, assigned, leased, or otherwise
      provided to any party other than User, or (ii) commercially exploited by or on behalf of TTG, its affiliates, employees,
      subcontractors or agents. Upon expiration or termination of this Agreement for any reason or upon request by User, all User Data
      shall be returned to User in the media and form requested by User, and TTG shall erase or destroy all User Data remaining in
      TTG‘s possession or control.

3.3   User recognizes and acknowledges that any unauthorized use or disclosure of the Software by User may cause TTG irreparable
      damage for which other remedies may be inadequate, and User hereby acknowledges as proper any request to a court of competent
      jurisdiction by TTG for injunctive or other equitable relief seeking to restrain such unauthorized use or disclosure.

3.4   TTG and User acknowledge that as a result of the performance of their respective responsibilities under this Agreement, User will
      obtain access to confidential and proprietary information of TTG and TTG will obtain access to confidential and proprietary
      information concerning User‘s business, customers, methodologies and strategies (all such information, with respect to each party,
      the ―Confidential Information‖). All such Confidential Information of the other party shall be deemed to be confidential and
      proprietary unless such Confidential Information is; (i) is already known to the receiving party free of any restriction at the time it
      is obtained from the disclosing party; (ii) is subsequently learned from an independent third party free of any restriction and
      without breach of this Agreement; (iii) is or becomes publicly available through no wrongful act of either party; (iv) is
      independently developed by one party without reference to any Confidential Information of the other; or (v) is required to be
      disclosed pursuant to a requirement of a governmental agency or law so long as the parties provide each other with timely written
      prior notice of such requirements.

3.5   TTG and User shall not use any of the other party‘s Confidential Information for any purpose other than to perform their respective
      responsibilities under this Agreement. TTG and User shall each take the same measures to protect the Confidential Information of
      the other party received by it as it prudentially should take with respect to its own Confidential Information, including, but not
      limited to, instructing its employees, vendors, agents, and independent contractors of the foregoing and requiring them to be bound
      by appropriate confidentiality agreements. Nothing in this Agreement shall be deemed to prevent TTG or User from providing
      information to their respective independent contractors who are retained to assist in the performance of such party‘s obligations
      hereunder provided that the conditions set forth herein are complied with by such party and its independent contractors and any
      such independent contractor is not a competitor of the other party. Notwithstanding the foregoing, in the event that TTG seeks
      public or private financing, TTG will provide User with prior written notice of any proposed disclosure regarding this Agreement,
      (including the Exhibits hereto) which notice shall specifically identify the information to be disclosed, the manner of disclosure and
      the parties to whom TTG intends to seek such disclosure, and no such proposed disclosure shall be made in connection therewith,
      without User‘s prior approval, which approval shall not be unreasonably withheld. User shall provide its comments to title
      proposed disclosure within ten (10) days of its receipt of the foregoing notice. In that connection, the parties will cooperate in
      seeking and jointly produce an acceptable redacted version of the Agreement (including Exhibits thereto) and the parties will use
      good faith reasonable efforts to obtain acceptable confidential treatment from any governmental agency or self regulatory authority
      and/or acceptable confidentiality agreements form any applicable non-governmental parties, in each case sufficiently protective of
      each party‘s Confidential Information.

3.6   Neither party shall issue a press release or make any public statement announcing this relationship until such press release or public
      statement has been mutually agreed. Any publicity or press release relating to this Agreement must be received in writing for
      review and approval of the other party and shall not be released unless or until written approval is received from the other party.

3.7   The parties acknowledge that, in the event of a breach of Section 3.2, 3.3, 3.4, or 3.5 by either party, the other party will likely
      suffer irreparable damage that cannot be fully remedied by monetary damages. Therefore, both parties agree that either party shall
      be entitled to seek and

                                                                 -5-
           obtain injunctive relief against any such breach in any court of competent jurisdiction and terminate this Agreement immediately
           upon written notice to the other party. The rights of either party under this section shall not in any way be construed to limit or
           restrict the right to seek or obtain other damages or relief available under this Agreement or applicable law.

4.   Pricing and Payment

     4.1   The fees for the services provided pursuant to this Agreement are set forth on Exhibit A attached hereto. All payments will be made
           in immediately available U.S. Dollars without withholding, deduction or offset (except as otherwise provided in Exhibit C)
           according to the payment schedule set forth on Exhibit A, and regardless of whether User collects any fees from its customers. User
           shall pay interest on all amounts not paid when due at the rate of 1.5% per month or the highest lawful rate whichever is less.

     4.2   The service fees do not include any charge for taxes and User is solely responsible for paying any and all national and local taxes
           (including any and all export/import taxes and customs duties) attributable to the services rendered by TTG or any authorized
           distributor in connection with this Agreement, excluding only taxes based upon the net income of TTG or an authorized distributor.

     4.3   TTG agrees to refund, on a pro-rata basis, to User for any licenses the User has purchased within 12 months from the
           de-installation of the software. The amount of the refund will be calculated by multiplying the license fee mat was paid by User
           (exclusive of any maintenance, installation and training times) (x) 1 minus (-) the fraction with the denominator of 12 and the
           numerator of the number of months since the license fee was paid to TTG. Within 30 days of the execution of this agreement, User
           shall notify TTG of all licenses it has purchased within the last 12 months of the effective date of this agreement.

     4.4   TTG agrees to * , as provided herein. TTG represents that * . If, during the term of this Agreement, * . In addition, if
           TTG makes any service commitments or enters into any service level agreements * . In determining whether terms or
           commitments are * for purposes of this Section 4.4 the parties shall consider the terms concerning * that are modified or
           configured in a manner requested by User and not typically provided * .

     4.5   In the event that subsequent to the Effective Date TTG enters into an agreement to provide any or all the Standard
           Services * and the provisions of Section 4.4 are not applicable, then TTG shall * .

                                                                      -6-

                                              * CONFIDENTIAL TREATMENT REQUESTED
5.   Representations and Warranties

     5.1   TTG warrants and represents (i) that the Software, the Products, and any Enhancements, Modifications and Improvements thereto
           (collectively hereinafter, the ―System‖) shall function and perform in accordance with all documentation therefor provided to User,
           the Specifications applicable thereto, and the terms of this Agreement, including the Exhibits hereto; (ii) that: (a) as of the Effective
           Date, it has agreements in place with each GDS identified in Section 2.4 above, which allow it to carry out and complete the
           activities contemplated hereunder; and (b) it has fully tested and has in production interfaces to each such GDS; (iii) it has all
           necessary rights, licenses and approvals required to perform its obligations hereunder and to operate and provide the System and all
           other products and services provided hereunder to User in accordance with this Agreement; (iv) neither the System or any service
           provided by TTG hereunder to User, nor any portion or use thereof in accordance with this Agreement, will infringe upon or
           violate any patent, copyright, trade secret or other proprietary or personal right of any third party; (v); TTG‘s performance
           hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable,
           trained and qualified personnel; (vi) all obligations owed to the third parties with respect to the activities contemplated to be
           undertaken by TTG pursuant to this Agreement are or will be fully satisfied by TTG so that User will not have any obligations
           (other than obligations set forth in this Agreement) with respect thereto; (vii) TTG‘s obligations hereunder are not in conflict with
           any other TTG obligations or agreement (in writing or otherwise) with any third party; (viii) TTG will comply with all applicable
           foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder; (ix) TTG will comply
           with User‘s Privacy Policy, Internet Customer Privacy Statement and Web Site Rules and Regulations, as the same are posted from
           time to time on the User website, in the performance of its obligations hereunder; (x) TTG will not otherwise commit any act of
           willful or grossly negligent misconduct that results in a breach of a right of privacy; and (xi) at all times during the term of this
           Agreement, TTG will comply with the User Security Protocol set forth in Exhibit D in the performance of its obligations
           hereunder; and (xii) at all times during the term of this Agreement, TTG shall have either through its own direct agreements with
           all GDS providers or indirectly through the agreements of its affiliated companies with all GDS providers, all of the rights
           necessary to provide all of the Standard Services and perform all TTG‘s obligations hereunder.

     5.2   TTG further represents and warrants that the System shall provide accurate results using data having date ranges spanning the
           twentieth (20th) and twenty-first (21st) centuries (e.g., years 1900-2100). Without limiting the generality of the foregoing, TTG
           warrants that the System shall (a) manage and manipulate data involving all dates from the 20th and 21st centuries without
           functional or data abnormality related to such dates; (b) manage and manipulate data involving all dates from the 20th and 21st
           centuries without inaccurate results related to such dates; (c) have user interfaces and data fields formatted to distinguish between
           dates from the 20th and 21st centuries; and (d) represent all data related to include indications of the millennium, century, and
           decade as well as the actual year.

     5.3   TTG will not be liable to User for any claim or defect arising from or based upon (i) any alteration or modification by User of the
           Software; or (ii) the compilation of User Data and submission to User to the extent such compilation and submission are conducted
           strictly in accordance with User‘s instructions and the terms hereof; or (iii) except with respect to (x) TTG‘s obligation to maintain
           at all times during the terms of this Agreement all of the rights, necessary to provide the Standard Services and perform all of its
           obligations hereunder, and (y) the obligations of TTG to comply with the requirements established in Exhibits D and F hereof, any
           other cause beyond the control of TTG or its affiliated companies.

     5.4   EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, NO EXPRESS OR IMPLIED WARRANTY IS MADE BY TTG
           WITH RESPECT TO ANY SERVICE, PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR ANY OTHER
           MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF

                                                                       -7-
           MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.   Limitations of Liability

     6.1   BOTH PARTIES AGREE THAT THE TTG‘S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT
           LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT
           INCLUDE CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING
           LOSS OF PROFITS, EVEN IF TTG HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH
           DAMAGES.

     6.2   BOTH PARTIES AGREE THAT USER‘S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT
           LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL BE LIMITED
           TO ACTUAL DAMAGES, SHALL NOT, EXCEPT IN THE CASE OF A BREACH BY USER OF ITS OBLIGATIONS UNDER
           SECTIONS 3.2, 3.3, 3.4 OR 3.5 HEREOF, EXCEED AMOUNTS PAID BY USER DURING THE TERM HEREOF, AND
           SHALL NOT INCLUDE CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND,
           INCLUDING LOSS OF PROFITS, EVEN IF USER HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE
           OF SUCH DAMAGES.

7.   Indemnification

     7.1   TTG agrees to defend, indemnify and hold harmless User and the Affiliated Travel Agencies, and each of their respective directors,
           officers, employees and agents from and against any and all third party claims, demands, liabilities, losses, costs, damages or
           expenses, including reasonable attorneys‘ fees and costs of settlement, resulting from or arising out of: (i) the System or any
           portion thereof or the use of the System or any portion thereof actually or allegedly infringing or violating any patents, copyrights,
           trade secrets, licenses, or other property rights of any third party, (ii) any breach of TTG‘s representations and warranties herein;
           (iii) the failure of TTG to comply with the User Security Protocol set forth in Exhibit D hereto or the User Privacy Principles; or
           (iv) the failure of TTG to comply with its obligations under any and all laws, rules, or regulations applicable to TTG or the services
           or Products provided hereunder.

8.   Term and Termination

     8.1   This Agreement and the obligations hereunder will commence on the Effective Date and will continue for a period of five (5) years
           (the ―Initial Term‖) unless terminated as provided herein, and shall be renewable automatically for two consecutive one year
           periods (each such one year period a ―Renewal Term‖), unless User shall provide to TTG written notice of its intention not to
           renew at least sixty (60) day prior to the conclusion of the Initial Term or the first Renewal Term, as the case may be.

     8.2   Either party may terminate this Agreement and the rights granted herein if the other party breaches any of the provisions of this
           Agreement or the Standard Services or Software do not meet User‘s requirements, as a result of market conditions referred to in 2.6
           above and (i) fails to remedy such breach within thirty (30) days after receiving written notice thereof, or (ii) provided the breach
           does not relate to a monetary obligation, fails to (a) commence a good faith action to remedy such breach within thirty (30) days
           after receiving written notice thereof, and (b) diligently pursue such action to conclusion within sixty (60) days after receiving
           written notice thereof. Termination of this Agreement does not constitute either parties‘ exclusive remedy for breach or
           non-performance by the other party and each party is entitled to seek all other available remedies, both legal and equitable,
           including injunctive relief. Notwithstanding the foregoing, a dispute regarding amounts payable by User pursuant to this
           Agreement shall not constitute a breach hereof so long as User pays TTG all undisputed amounts owed hereunder.

                                                                     -8-
      8.3   Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment
            for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of
            bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek
            reorganization under any bankruptcy act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree
            entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in
            insolvency covering all or substantially all of such party‘s property or providing for the liquidation of such party‘s property or
            business affairs; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement
            effective immediately.

      8.4   Upon termination of this Agreement for any reason, TTG‘s obligation to provide the services hereunder pursuant to the terms and
            at the prices set forth herein shall, upon User‘s request, continue for a period up to sixty (60) days and shall thereafter immediately
            cease. Irrespective of whether User requests services during a Transition Period, TTG shall cooperate and provide such assistance
            as is necessary to transfer the services provided hereunder to another vendor or to User, and TTG shall be compensated for these
            efforts in accordance with Section 4.4 hereof; provided, however, if termination results from the breach of this Agreement by User
            or pursuant to Section 8.5 hereof, User shall pay in advance for services during the Transition period at TTG‘s then standard rates
            TTG will be responsible for submitting to User the data compilation for the portion of the month up to and including the effective
            termination date and for the duration of the transition period, if any.

      8.5   Either party may, at its option, after one year, terminate this Agreement upon 90 days written notice if User‘s business is changed
            or modified and provided further that User no longer has a requirement to have the services provided for under this Agreement.
            The parties further agree that only in the event of a termination for convenience by User in accordance with this Section 8. 5, User
            shall not obtain the services provided for in this Agreement from any third party or have these services performed by User or any of
            User‘s subsidiaries or affiliates for the remainder of the Initial Term.

      8.6   The provisions of Sections 3, 5, 6, 7 and 8 hereof survive the termination of this Agreement.

      8.7   TTG agrees to put object code and source code for the Software, Enhancements, Modification sand Improvements thereto, as well
            as the documentation therefor, and shall include all other materials necessary or appropriate to create, provide, operate and
            maintain all of the Standard Services, in escrow with an independent third party escrow agent located in the United States,
            acceptable to User, which acceptance shall not be unreasonably withheld (―Escrow Materials‖). The parties shall enter into an
            escrow agreement substantially in the form attached hereto as Exhibit ―G‖.

9.    Solicitations

      9.1   User and TTG agree that during the term of this Agreement and for a period of one (1) year thereafter, neither User, with respect
            only to its Corporate Services Division, nor TTG will, directly or indirectly, recruit or solicit any person known to it to be an
            employee of the other party and involved in the provision or supervision of the Standard Services without the prior written consent
            of the other party.

10.   General

      10.1 This Agreement, including the Exhibits attached hereto, represents the entire understanding and agreement between the parties, and
           supersedes any and all previous discussions and communications. No employee or agent of TTG and no distributor for TTG is
           authorized to make any additional representations or warranties related to the services provided hereunder or the Software. Any
           subsequent amendments and/or additions hereto are effective only if in writing and

                                                                        -9-
        signed by both parties. TTG may assign any of its rights or duties under this Agreement with the prior written consent of User, such
        consent not to be unreasonably withheld or delayed. User may also assign this Agreement to any of its affiliates, provided that any
        such assignment shall not release User from its obligations under this Agreement. Subject to the foregoing limitation on
        assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.

10.2 This Agreement is to be interpreted in accordance with the laws of the State of New York. It is understood and agreed that the
     parties will use their best endeavors to amicably resolve any dispute or difference arising from this Agreement.

10.3 Headings of paragraphs in this Agreement are inserted for convenience only, and are in no way intended to limit or define the
     scope and/or interpretation of this Agreement.

10.4 The failure of either party at any time to require performance by the other party of any provision hereof is not to affect in any way
     the full rights of such party to require such performance at any time thereafter, nor is the waiver by either party of a breach of any
     provision hereof to be taken or held to be a waiver of the provision itself or any future breach. No waiver shall be effective unless
     made in writing.

10.5 The parties hereto are independent contractors, and nothing in this Agreement is to be construed to create a partnership, joint
     venture, or agency relationship between TTG and User.

10.6 If any part, term, or provision of this Agreement is held to be illegal, unenforceable, or in conflict with any law of a federal, state,
     or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions are not be
     affected thereby.

10.7 Any notice given pursuant to this Agreement is to be in writing and is to be given by personal service or by first class mail, postage
     prepaid to the addresses appearing at the beginning of this Agreement, or as changed through written notice to the other party.
     Notice given by personal service is to be deemed effective on the date it is delivered to the addressee, and notice mailed is to be
     deemed effective on the fifth (5th) day following its placement in the mail addressed to the addressee.

10.8 It is the intent of the parties to enter into other agreements relating to TRX, Inc. (―TRX‖) providing additional services to User
     including, but not limited to, corporate online fulfillment services (―OFS‖) products, back office processing and MIS systems. The
     parties shall negotiate in good faith during the next twelve (12) months, regarding such additional agreements. These agreements
     may include, among other provisions, a joint venture in reference to OFS corporate services for User corporate clients as well as
     providing for warrants and/or equity participation by User in TRX, Inc. If within the time period specified above the parties are
     unable to negotiate additional agreements satisfactory to both parties, hereof, User will have, upon written notice to TRX, the right
     to re-negotiate the price terms or terminate this Agreement.

10.9 Insurance requirements shall be a subsequently mutually agreed by the parties.

10.10     The parties shall act reasonably and in good faith to reach agreement with respect to any item or matter herein to be determined
          or established upon the mutual agreement of the parties.

10.11     All rights and licenses granted under or pursuant to this Agreement by TTG to User shall be deemed, for purposes of the United
          States Bankruptcy Code (the ―Code‖) to be licenses to rights to ―intellectual property‖ as defined under the Code. TTC agrees
          that User, as Licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections
          under the Code. TTG further agrees that in the event of commencement of bankruptcy proceedings by or against TTG, User
          shall be entitled to retain all of its rights under this Agreement. If TTG files Chapter 11 or Chapter 7 bankruptcy or ceases its
          business operations without a successor, then

                                                                 - 10 -
           TTG shall grant User an irrevocable (until TTG emerges from Chapter 11 bankruptcy), perpetual (until TTG emerges from Chapter
           11 bankruptcy), worldwide license to use only internally in furtherance of the purposes of this Agreement, the Escrow Materials
           (until TTG emerges from Chapter 11 bankruptcy) to the Software and would thereby authorize any Escrow Agent under this
           Agreement to release such Escrow Materials (until TTG emerges from Chapter 11 bankruptcy) at which time User will return all
           Escrow Materials to the Escrow Agent (pursuant to the Escrow Agreement set forth in Exhibit G. Except for a release pursuant to
           Chapter 7 bankruptcy or for ceasing business operations without a successor, the obligations to continue to pay the fees specified
           hereunder shall continue.

11.   Joint Oversight Committee

      11.1 JOC Procedures . The following representatives will comprise a joint oversight committee (the ―JOC‖) which will meet at least
           quarterly. The functions of such committee, among other things, will be to review and analyze the performance of the parties based
           on the service performance standards specified in this Agreement.

                                      TTG Designee:                            TTG Account Representative
                                      User Designee:                           User Account Representative

           If a JOC Member resigns or leaves its employer, the party with a vacancy will promptly appoint a replacement.

      11.2 Management Representatives

           Each party hereby appoints the following individual as its Management Representative for purposes of this Agreement:

                                      TTG:                                     Steve Reynolds
                                      User:                                    Michael Laughlin

           If a Management Representative resigns or leaves its employer, the party with a vacancy will promptly appoint a replacement. If
           either party fails to designate a Management Representative at its own initiative, it shall do so within three business days of a
           written request from the other party to do so.

12.   Dispute Resolution.

      12.1 Initial Procedures . The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute
           arises between the parties regarding the determination of the appropriate response to a change in technology, cost or services
           pursuant to Section 2.6 hereof (―Market Conditions Dispute‖), the JOC Representatives will attempt to reach an amicable
           resolution. If either JOC Representative determines that an amicable resolution cannot be reached to a Market Conditions Dispute,
           such JOC Representative shall submit such dispute in writing to each party‘s Management Representatives, who shall use their best
           efforts to resolve it or to negotiate an appropriate modification or amendment.

      12.2 Escalation . Except as otherwise provided in the termination provisions hereof, neither party shall be permitted, with respect to a
           Market Conditions Dispute, to exercise any other remedies until the later of (i) the date that either Management Representative
           concludes in good faith that an amicable resolution of the dispute through continued negotiation is unlikely, or (ii) thirty (30) days
           following the date that either party notified a Management Representative pursuant to Section 12.1. In the event the parties are
           unable to resolve such dispute in accordance with the procedures set forth in this Section 12, either party may terminate this
           Agreement upon written notice to the other party.

                                                                      - 11 -
     IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered into this
Agreement as of the Effective Date.

Travel Technologies Group, L.P.                                            American Express Travel Related Services
d/b/a Travel Technologies Group

By:      Travel Technology, LLC                                            Signed:       /s/ Margaret W. Brownlee
Its:     General Partner                                                   Name:         Margaret W. Brownlee
                                                                           Title:        Senior Vice President

         By:     TRX, Inc.
         Its:    Member

                 By:         /s/ Ralph Manaker
                 Name:       Ralph Manaker
                 Its:        Executive Vice President

                                                                - 12 -
                                    [Note to Client: Review Exhibit carefully as it contains important business terms]

                                                                            EXHIBIT A
                                                                          Services and Fees
Quantity            Product/Description                                                                                                              Fee

    1               EnCoRRe Service Bureau
                                ™                  A.1
                                                                                                                                                           *
                    For Period of * from Execution of Agreement                                                                                            *
                    CRS Screen Highlighter with Infolink and Southwest Direct             1
                                                                                                                                                           *
                    Implementation Fee                                                                                                                     *
                    Minimum * usage and support fee                                                                                                        *

                                                                          Payment Schedule

Due at Contract Execution
Implementation fee                                                                                           $                      *
Due at start of production and processing                                                                    $                      *
Total Implementation Fee                                                                                                                                   *
Usage and support fees, etc.                                                                                         See A.2 & scale A.3

1           Unlimited licenses provided to User locations. Licenses must be renewed every 12 months, but shall in all events remain royalty free and
            shall be on terms not inconsistent with the terms herein. In the event of a conflict between the terms of such licenses and this Agreement,
            the terms of this Agreement shall control. User does installation. All training will take place in TTG‘s Dallas facility. On-site support is
            available at the rates set forth in Exhibit E.

                                                                          Fee Explanations

A.1 Usage and support fee will be reduced to                  *    User has processed         *   unique record locator numbers.

A.2 Usage and support fees will be             *         based on actual number of unique record locator numbers for the first     *    after the Effective
    Date. Invoices are * .

A.3 Beginning in the sixth month following contract signing, the * amount will represent the greater of the usage and support fees as
    calculated above or the * usage and support fee outlined as follows:

        •      Months 6 through 9:                                                                                           *
        •      Months 10 through 12:                                                                                         *
        •      Months 13 though contract termination:                                                                        *

A.4 User bears all responsibility for fees including, but not limited to, access, installation and maintenance of a GDS line.

A.5 Telephone Support Fees in accordance with pricing and terms                    * .

A.6 Client Customization Fees in accordance with pricing and terms                   * .

                                                                                 - 13 -

                                                          * CONFIDENTIAL TREATMENT REQUESTED
                                                                 Exhibit B
                                                             Product Description

EnCoRRe Service Bureau
            ™




The EnCoRRe Service Bureau provides an efficient and effective plan to successfully implement a universal mid-office quality assurance
solution to enhance the file finishing of all PNRs generated by the User world-wide, regardless of GDS used . The system is designed to be
scaleable enough to accommodate an implementation of any size.

Utilization of a Service Bureau and TTG‘s staff of trained mid-office experts, means there would be no need for the User staff and train
personnel to execute software implementation at multiple regional sites. The exact same set of routines being run on all User‘s PNRs, there can
be a single uniform standard of reservation finishing delivered to all User‘s clients. Having all PNRs in a centralized location also provides
User a complete source for data mining to maximize vendor usage, identify savings opportunities, and more. Reports breaking out data will be
available via the Internet, giving User‘s managers access to this data at any time. Ramp-up time is no longer an issue, as users can take
advantage of numerous routines already available in the system.

EnCoRRe‘s powerful Oracle database allows the mid-office quality assurance system to work on all major GDSs simultaneously. EnCoRRe
can take a single set of business rules and apply them to reservations booked by multiple travel agencies, across the globe. This advanced
functionality provides large, multi-national corporations and major travel agencies with the potential to reap significant savings in travel
through universal policy-compliant testing of PNRs and maximized efficiency in mid-office.

EnCoRRe is an ―ultimately configurable‖ enterprise solution to current mid-office issues. Data generated by EnCoRRe routines provides global
corporations with a unified and consistent service for back-office usage and reconciliation. The strength offered by the system‘s Oracle
database also provides a handy and accessible data depository for agencies and corporations.

EnCoRRe performs virtually all CRS processes, including file finishing and ticketing. From a skeleton reservation it will perform all the
necessary functions normally done by a travel agent. EnCoRRe shall handle remarks, reporting information, exception rules, internal and
external customer documentation, and more. The system can also schedule ticketing and complete that process. It is designed to work directly
with an automated booking system to communicate any issues that come up directly to the traveler via E-mail, fax, or PDA device, and run the
tickets accordingly, thus creating a totally automated environment.

Reporting

EnCoRRe will generate web-based reports to aid both clients and managers. Using Business Objects software, these reports will be the result of
the finest mid-office data mining available in the travel industry today. EnCoRRe will be able to provide:

     •    Ad-hoc reporting

     •    A high-security standard

     •    Automatic scheduling of reports

     •    Automatic publishing and distribution of reports

     •    Customization to accommodate any client

     •    Graphing

     •    Branching by division and sub-division

                                                                     - 14 -
                                                                Exhibit B Con‟t
                                                              Product Description

CRS Screen Highlighter with ResNotes      ™




CRS Screen Highlighter with ResNotes is a utility loaded on the GDS LAN or stand alone PC, which allows the travel agency to designate
                          ®


colorful, attention-grabbing attributes and special messages to passenger name records (PNRs) and traveler profiles. Highlighter can help
assure that important quality control messages and traveler profile information are never again ignored or overlooked by busy travel agents.
Some capabilities of the system are:

      •   Identifies CEO, VIP, and frequent flyer numbers

      •   Calls attention to ―last day to purchase‖ fares

      •   Highlights penalties and restrictions

      •   Can keep track of travelers who have saved non-refundable tickets

      •   Reminds agents of visa requirements

PNR messages from supervisory or support personnel as well as messages from manual or automated quality control sources such as the
EnCoRRe system can be highlighted for special notice and action!

Highlighter runs on all Windows-based GDS. The program contains a library of highlights, which can be edited or deleted as the user elects.
New highlights are added using a ―point & click‖ set-up program and assisted by onscreen ―help‖ balloons. The user can select from a library
of sound (WAV) files, color options, fonts-and attributes supported by their Windows environment. The system provides weekly suggestions
for effective use.

Highlighter is takes up a small amount of memory on the PC file server and should not slow down ―screen refresh‖ or response time. The
program enables features to be turned off for particular travel counselors as needed.

ResNotes allow the user to ―tag‖ complete messages to the GDS text for customer service advice, proprietary rate and fare information or
additional product or support information.

Highlights or ResNotes messages can be added or changed by supervisory personnel from any workstation. Customer service staff can also
input information that can be accessed instantly and automatically by the travel counselor at the time a reservation is being made.

INSTALLATION REQUIREMENTS:

The following items should be present and ready at customer site prior to arrival of the TTG installer:

      •   At least one AT (80386 or preferably 80486) class IBM compatible PC or an operational GDS-supplied LAN made up of IBM
          compatible PCs which meets the following minimum criteria:

          •     8MB Ram

          •     Windows 3.1 or Windows for Workgroups installed.

          •     One high density floppy disk drive, either 3.5‖ or 5.25‖ (must be specified)

          •     Minimum 40MB free file server disk space

          •     Color graphics monitor

                                                                      - 15 -
                                                                 Exhibit B Con‟t
                                                                Product Description

InfoLink   ™




The primary function of this product is to be able to share / copy / etc. files (primarily CRS Screen Highlighter files) over TCP/IP connections
                                                                                                                   ®


to the Internet.

InfoLink capabilities and features include:

      •    Allows the user/travel manager to update Highlighter files and then automatically transfer them to all their users via the Internet.
           This will allow adds and updates which will synchronize files at the counselor level.

      •    The receptacle for all the file information (the Server) can be hosted at TTG or maintained at the user/travel manager‘s
           pre-determined location.

      •    When a company administrator (example: one machine at a User agency location) has been assigned, they will make the file
           adds/updates and set up groups of users who have rights to get those files. This information goes to the Server (at TTG or other host
           site) via the Internet.

      •    The end users (example: the Highlighter 4 Admin machines at various locations) will automatically call or ―poll‖ the Server (at
           TTG or other host site) via the Internet. Once access is gained, they can see if there are adds/updates that they have rights to, collect
           those files, and put them in the correct shared directory.

      •    At this point, counselor sets will look to the Highlighter 4 Admin‘s machine for any highlight updates they have been given rights to
           get.

INSTALLATION INFORMATION & REQUIREMENTS:

The minimum system hardware and software requirements for InfoLink include:

      •    Intel Pentium or compatible running at 60 MHz or more

      •    VGA compatible display (16 colors or more)

      •    16 MB of free hard disk space

      •    16 MB of RAM

      •    One 3.5 inch floppy drive and/or a CD ROM drive (for installation)

      •    Windows 95 or Windows 98

      •    A mouse or other pointing device

      •    Internet connectivity (access to The Internet)

This requires a non dial-up connection to the Internet using TCP/IP protocol. If a firewall exists, port 1088 and port 1090 must be open
unrestricted. A later version will not have the restriction of ports 1088 and 1090.

                                                                       - 16 -
                                                                Exhibit B Con‟t
                                                              Product Description

Southwest Direct   ™




Southwest Direct is a Windows application that allows agents direct access to the Southwest Airlines booking system via dedicated modem and
phone line, which is shared on the Apollo Focal Point network. It enables the agent to shop real time availability, book flights, issue electronic
tickets, and will move the booking into the Apollo system automatically.

System Requirements: The minimum requirement for Southwest Direct is an IBM-compatible 386 computer with 4 megabytes of RAM,
running Windows 3.0, 3.1 or Windows for Workgroups. Additional RAM will increase system performance. In order to fully utilize all the
features of Southwest Direct, the program should be run in a network environment. For optimal performance, an IBM-compatible 486/33 or
greater computer with a fast video card and 4 megabytes of RAM or more of RAM is recommended.

Modem Requirements: For a modem to work with Southwest Direct, it must have 9600 bps or better speed and be a Hayes compatible modem.
Use of a 16550 Universal Asynchronous Receiver/Transmitter (UART) is recommended.

                                                                      - 17 -
                                                                  Exhibit C
                                                          Service Level Agreement

Hours of Operation

     •   The TTG Service Bureau is staffed 24 hours a day, Monday through Friday. Weekends will be staffed           *    hours per day at an
         agreed-upon range of hours * .

         •    Weekend support after the agreed-upon range of hours is provided via pager and calls will be returned        * .

     •   The TTG Service Bureau will be brought down no more than once monthly for regular maintenance.

         •    All scheduled downtime will be communicated to the customer in advance and at agreed upon dates and times.

         •    TTG shall maintain up time for the System at * . For unscheduled down time greater than * per month, TTG will
              reimburse by credit against actual billings, the number of unique record locator numbers not processed during the time at
              which the system is unavailable for use.

Support Services

     •   Failures identified as not related to, or caused by TTG products included in the agreement, but inhibiting the use of, will be the
         responsibility of TTG to manage to resolution

     •   The TTG Service Bureau will be the first point of contact for Support issues identified by the User‘s Technical Help Desk.

     •   TTG will provide monthly reporting based on issues opened and system availability

Processing Times

     •   AMEX TO PROVIDE VOLUME ESTIMATES: TTG will ensure that EnCoRRe will process * of the unique record locator
         numbers on queue in * or less for all ―rush queues‖, as that term is generally understood in the industry, when CRS access is
         available and volume levels do not exceed * of the scheduled volume levels described on Exhibit D hereto.

     •   AMEX TO PROVIDE VOLUME ESTIMATES: TTG will ensure that EnCorre will process * of the unique record locator
         numbers on queue in * or less for all ―work queues‖, as that term is generally understood in the industry, when CRS access is
         available and volume levels do not exceed * of the scheduled volume levels described on Exhibit D hereto.

Implementation

     •   TTG will provide training to User Support and Training organizations as part of this agreement at no additional cost. Training is to
         consist of:

         •    Prior to first implementation, * training (Train the Trainer) sessions of not less than 10 members per class at either the
              TTG facility, or a facility to be mutually agreed upon by TTG and User.

         •    Quarterly Train the Trainer sessions of not less than     *      classes at the TTG facility.

         •    Additional on-site training provided to User at the Users expense with 30 day written notice.

     •   TTG will provide an implementation plan acceptable to User for EnCoRRe, CRS Screen Highlighter, Infolink and Southwest Direct.
         User will need to designate a group of contacts to interface with the dedicated TTG staff to facilitate implementation, on-going
         technical integration and application of the products and services.

         •    TTG will develop and program a standard routine library of unique record locator number checks and finishing routines
              acceptable to User that will be in production by the agreed implementation date.

         •    At User‘s expense, TTG will develop and program an agency specific routine library of unique record locator number checks
              and finishing routines acceptable to User and accessible only by the User.

                                                                      - 18 -

                                             * CONFIDENTIAL TREATMENT REQUESTED
           •    TTG reserves the right to delay programming any new related EnCoRRe routines if the request is received
                within * business days of implementation.

           •    TTG reserves the right to delay the programming of any agency specific EnCoRRe requests received prior to or during
                implementation until TTG and User are satisfied that the existing routines are functioning properly.

           •    TTG will complete EnCoRRe requests for new programming and modifications of existing programming received after
                implementation as follows:

           •    Within     *   of the written request for each routine that can be developed in Quality Check/Reservation Editor.

           •    Within     *   business days if the routine requires Power CoRRe programming.

           •    TTG may advise the agency contact that programming efforts will take longer, but not to exceed      *      business days.

           •    TTG will provide the programming within the time periods referred to except if the parties believe in the exercise of
                reasonable judgement that the time periods have to be extended. Under such circumstances the parties will agree on a
                reasonable timetable which is acceptable to both parties.

Staffing

     •     Strategic Partner — TTG will assign an individual to serve as l point of contact for designated senior level User contacts. The
                                                                          st


           Strategic Partner is responsible for coordinating implementation, on-going technology integration and application of TTG products
           and services.

     •     The Application Service Analysts (ASA) – TTG will assign a mutually agreed upon number of implementation staff which will act
           as:

           •    1 point of contact for all EnCoRRe programming requests, PNR processing requests and any other EnCoRRe related issues
                  st


                for a group of designated customer contacts.

           •    1 point of contact for all CRS Screen Highlighter installation, implementation, programming requests, PNR processing
                  st


                requests and any other CRS Screen Highlighter related issues for a group of designated customer contacts.

           •    1 point of contact for all Southwest Direct installation and implementation requests and Southwest Direct related issues for a
                  st


                group of designated customer contacts.

     •     Post-implementation, the ASA(s) will act as second level support for a group of designated customer contacts.

     •     The ASA(s) is a TTG employee and therefore is governed by TTG employee policies and procedures.

     •     TTG‘s ASA will advise customers when additional capacity is required to keep agreed upon service levels.

     •     The ASA will be scheduled to work 8 hours a day, Monday through Friday.

     •     If the ASA is not available, the TTG Service Bureau staff will be able to assist with most non-programming, PNR turnaround-time
           queries.

     •     The ASA is responsible for the development, programming, management and implementation of the EnCoRRe routine library.

     •     The ASA will occasionally review the entire routine library to determine opportunities to increase the performance of existing
           EnCoRRe routines.

On-site Support

     •     TTG will assist with on-site implementation of CRS Screen Highlighter at reservations centers with 10 or more GDS workstations.

     •     TTG will bear the cost of providing on-site support within * to resolve site specific issues not correctable by TTG remote
           support Once on-site, if the parties determine the problem is with the User‘s hardware or LAN configuration and not with the TTG
           software, User will bear the costs associated with the on-site visit.

     •     TTG will travel to an agency site to assist with performance issues if the agency technology contact has worked directly with TTG
           and remote troubleshooting techniques have been exhausted.

                                                                     - 19 -
* CONFIDENTIAL TREATMENT REQUESTED
     •   If the parties determine that the problem is due to functionality that is not performing as documented, TTG will be responsible for
         travel expenses incurred by ASA.

Travel Expenses

     •   User is responsible for travel expenses of TTG representative in accordance with User‘s policies as in existence from time to time.

     •   All travel related expenses to be billed will require pre-approval by the User.

                                                                     - 20 -
                                                                      Exhibit D

                                                            Security Standards/Protocol

                                                                    [Exhibit D-1]

                                              American Express Travel Related Services Company

                                                INFORMATION SECURITY REQUIREMENTS

General

Vendor shall allow both scheduled and unscheduled on-site inspections by Amex. Vendor agrees to comply with all reasonable
recommendations that result from such inspections.

Vendor shall maintain an adequate level of physical security controls over the facility including, but not limited to,   *       .

Vendor shall maintain an adequate level of data security controls including, but not limited to,    *    .

Vendor shall maintain an adequate level of controls in configuring and operating voice systems, especially as regards        *       .

Vendor shall maintain an adequately secured and environmentally controlled computer room facility, with access restricted to only approved
staff

Vendor shall document and provide to Amex copies of all internal security policies and standards (including escalation procedures for
non-compliance) for Amex review upon execution of this contract or amendment.

Vendor shall provide to Amex a copy of the most recent third party data processing audit or review, as conducted by the Vendor‘s external
auditors. In addition, Vendor shall provide to Amex copies of any related data processing audits from their internal auditors.

As required by the Amex Customer Privacy Principles, vendor acknowledges that it has been advised of same and agrees to adopt those
particular rules and practices that are jointly deemed appropriate by Amex and Vendor.

Vendor shall have a documented sensitive        * .

Vendor shall ensure at each site that no shared environments exist with other businesses for all WANs, LANs, network connections, dial-up
connections, DASD, distributed systems, or any other computer systems and that appropriate data controls are implemented.

Vendor shall maintain a set retention period for all security data or events (i.e., reports).

Vendor shall provide to Amex a copy of its disaster recovery plan for each location handling Amex business, including the location of its
recovery sites. All critical applications supporting Amex business, as jointly determined by Amex and Vendor, will undergo a valid and
documented test of the disaster recovery plan at least annually. Vendor shall provide a summary of the results of these tests to Amex.

                                                                         - 21 -

                                                 * CONFIDENTIAL TREATMENT REQUESTED
Vendor shall execute background checks on all employees assigned to work on Amex businesses and provide a listing of such employees to
Amex on a monthly basis. Such background checks will include drug screening and checks for criminal activity, as well as credit history
checks where appropriate.

Vendor agrees to cooperate fully with Amex in any investigations of possible fraudulent activity by Vendor‘s employees.

Vendor Access To Amex Systems

Each Vendor employee who is granted direct access to any Amex system(s) shall sign both the confidentiality agreement and the workstation
rules and regulations document attached hereto and abide by all terms contained therein. All Vendor employees accessing * .

Vendor employees may only access, make maintenance changes to, or perform financial adjustments on those Amex accounts required by their
job. In addition:

1.    They may not     *     for any reason.

2.    They may not     *     if they have personal knowledge that the      * .

3.    They may not     * .

4.    They may not     * .

Vendor management shall retain sole responsibility for     *    (―Vendor Security Administrators‖) for all Vendor employees and users.

Vendor Security Administrators shall be authorized and approved by Amex.

Vendor Security Administrators shall document all procedures for user ID requests, transaction authorization, and system use.

Vendor Security Administrators shall review all violation reports and take action as necessary to prevent     * .

Vendor agrees that all of its employees who are    *     will be fully informed of, and monitored for adherence to, all information security
requirements listed in this addendum.

Vendor will encourage its employees to report suspected violations of       *    or of any of the   *   to their management for investigation and
action.

Vendor agrees that user IDs and passwords for Amex systems will be controlled as follows:

      1.      * .

      2.      * .

      3.      * .

      4.      * .

      5.      * .

      6.      * .

Vendor understands that all access to Amex systems may be monitored at will by Amex for compliance with these information security
requirements.

                                                                        - 22 -

                                               * CONFIDENTIAL TREATMENT REQUESTED
Vendor agrees to document consequence management policies for violations of these information security requirements.

Vendor shall ensure all workstations which allow access to Amex data are segregated and are equipped with appropriate access control,
including password protection and * .

                                                                   - 23 -

                                             * CONFIDENTIAL TREATMENT REQUESTED
                                                           Confidentiality Agreement

       The nature of your work at                           (―                ‖) for American Express Travel Related Services Company, Inc.,
and its affiliates (collectively the ―Company‖) involves your access to trade secrets, confidential information, files, records and forms of the
Company (collectively ―Confidential Information‖). Confidential Information includes, but is not limited to, any information relating to the
Company organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business
initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results,
product features, systems, operations, technology, customer lists, customer account information, products development, advertising or sales
programs and any other information which would give the Company an opportunity to obtain an advantage over its competitors or which the
Company is ethically obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain.

      The Company desires to protect its Confidential Information and therefore requires that you agree, as a condition of your performing
services for the Company pursuant to the Company‘s agreement with                      to safeguard all Confidential Information and not to reveal
Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings of professional organizations or
by publication in journals or granting of interviews to journalists and other members of the news media) or use Confidential Information for
your own benefit or the benefit of any third party, except to the extent necessarily required for the performance of your services.

     You agree not to discuss Confidential Information of the Company in public places.

     You agree that any work product produced or developed by you in the performance of your services for the Company shall be
Confidential Information subject to this Agreement and such work product is, and shall remain, the property of the Company.

     You also agree to help safeguard the Company‘s customers‘ expectations of privacy by exercising diligence and care in the handling of
Confidential Information relating to them.

      By signing below, you indicate that you understand the above terms and that, as a condition of performing services for the Company, you
agree to adhere to them.



                          Your Signature


                           Printed Name                                                                       Date

                                                                       - 24 -
                                                     Workstation Rules And Regulations

As a part of your job, you will have access to various * . Following are the rules and regulations that govern that access; these must be
followed in detail by every employee who is granted access.

A.         *

1.       You may not   * .

2.       You may not   * .

3.       You may not   * .

4.       You may not   * .

B.       USE OF YOUR PASSWORD AND IDENTIFICATION NUMBER

     *

C.       MONITORING

All terminals are subject to monitoring and terminal monitoring may occur simultaneously with telephone monitoring. In addition, you should
understand that all transactions in the system are recorded by the computer. Printouts listing all transactions by employee identification number
and password are monitored on a regular basis.

These rules are extremely important. Any employee who willfully disregards these rules and regulations is subject to discipline, up to and
including discharge from employment.

I have read and understand the above regulations and agree to comply with them.



Vendor/Officer Signature                                           Printed Name                                              Date


Other Vendor Signature                                             Printed Name                                              Date

                                                                      - 25 -

                                              * CONFIDENTIAL TREATMENT REQUESTED
            [Exhibit D-2]

   GLOBAL TECHNOLOGY STANDARDS
MINIMUM SECURITY BASELINE STANDARD

               - 26 -
                                          Table of Contents

1.0 SUMMARY                                                   28
2.0 SCOPE                                                     28
3.0 STANDARDS DESCRIPTION                                     29
4.0 EXCEPTION CRITERIA                                        42
5.0 COMPLIANCE MEASUREMENT                                    43
6.0 FREQUENTLY ASKED QUESTIONS                                43
7.0 IMPLEMENTATION / MIGRATION SCHEDULE                       43
8.0 STANDARDS RELATED INFORMATION                             43
9.0 STANDARDS ENABLEMENT TEAM CONTACTS                        43
10.0 LIST OF RECENT CHANGES                                   44
11.0 DEFINITIONS                                              44
APPENDIX                                                      44

                                                - 27 -
1     1.0 Summary

      Information, and the technology used to support that information, has significant value to American Express. Both the information and
      the technology are subject to various threats that, if realized, could result in direct financial loss to American Express. In addition,
      financial loss may also occur due to indirect factors such as:

            •       Loss of customer confidence;

            •       Embarrassment to the American Express reputation;

            •       Loss of competitive position;

            •       Degradation of employee productivity or morale; and

            •       Failure to meet legal or regulatory requirements.

      To manage these threats, a minimum set of control requirements called the American Express Minimum Security Baseline (MSB) has
      been developed. It defines the minimum required sets of security features, mechanisms, and assurances that must be employed on systems
      which process, store, or communicate American Express information. This Security Standard, along with guidelines and procedures, has
      been developed to meet the Company‘s requirements for confidentiality, integrity, accountability, and availability applicable to American
      Express systems, networks, and information. A risk assessment will be performed as required to further define the risk and magnitude of
      loss that could occur from inadvertent or deliberate destruction, alteration or disclosure of information and denial of service. Please refer
      to the Risk Assessment and Management Standard.

      The MSB constitutes the minimum Information Protection controls that American Express will accept for the protection of American
      Express information. American Express information and associated American Express resources will be protected against unauthorized
      access, accidental or unauthorized modification, disclosure, or destruction in accordance with MSB requirements.

      When implemented, the MSB requirements will provide the appropriate levels of Identification & Authentication, Authorization (Access
      Control), Accountability, Backup, and Physical Security necessary to protect American Express information.

      It is the responsibility of the Business Unit Manager to assure that the MSB described in this document is implemented and maintained
      on a current basis. All new and revised technologies and business processes must incorporate the controls from this document before
      becoming operational. The responsible Business Unit Manager must prepare a Request for Deviation for business systems where MSB
      controls are not implemented. The justifications for not including MSB controls include cost, existing compensating controls in the
      system, or a management decision to accept the associated risk.

2.0   Scope

      2.1       Applicable Organizations

                This Standard applies to all components of American Express (AMEX), including all subsidiaries, affiliates, and any agents.

      2.2       Business Impact

                This Standard is deemed to be Level 1 priority. This Standard was established to meet AMEX strategies and goals relating to
                Information Systems Security throughout American Express. These strategies and goals address and incorporate methodologies to
                ensure AMEX‘s compliance to regulatory and legal requirements. Failure to conform to this Standard will have significant impact
                on AMEX. Immediate migration to this Standard is required. ―Immediate‖ is defined as within one year of this Standard‘s issuance.

                                                                         - 28 -
      2.3   Coverage

            This Standard covers all Information Systems (IS) environments operated by AMEX or contracted with a third party by AMEX.
            The term ―IS environment‖ defines the total environment and includes, but is not limited to, all documentation, physical and logical
            controls, personnel, hardware (e.g., Mainframe, distributed, desktop, network devices), software, and information.

      2.4   Regulatory Issues

            This standard is intended to meet regulatory requirements.

      2.5   Inquiries

            For interpretations or questions, regarding this standard, contact your Regional Security Officer (RSO) or the Information
            Protection Group (IPG).

3.0   Standards Description

      American Express MSB requirements are derived in part from the United States Government‘s Trusted Computer System Evaluation
      Criteria (TCSEC) Controlled Access Protection (―C2‖) requirements. These requirements have been modified to reflect current computer
      industry ―Best Practices‖ and security considerations. This was done to ensure that American Express computing security requirements
      are compliant with globally-accepted standards for ―trusted‖ systems.

      The MSB is structured according to an eight part model. The figure below identifies the components of the model and depicts their
      relationship.

                                                                         *

                                                                     - 29 -

                                               * CONFIDENTIAL TREATMENT REQUESTED
3.1   Applying the Minimum Security Baseline

      The MSB control requirements must be applied consistently to all American Express information and technology. However, in
      some cases the impact of replicated controls across multiple environments may be inefficient and costly. To help reduce the
      redundancy, a series of technical standards have been produced. The objectives of these technical standards are to:

                   *

      This process views information and technology as a composite. This single view approach can be applied to stand-alone and
      networked environments alike and identifies security interdependencies across technologies. The result is a cost effective and
      efficient implementation of one requirement across multiple technologies rather than implementation of redundant control solutions
      for each technology.

3.2   Minimum Security Baseline Requirements

      The definition of each component of the MSB is as follows:

      1.       *       .

      2.       *       .

      3.       *       .

      4.       *       .

      5.       *       .

             NOT # 1 : Backup must not be confused with the broader subject of Business Continuity Planning (BCP). See the Standard
             E   on Business Continuity Planning.

             NOT #2: Backup is separate and distinct from record retention. See the Standard on Vital Records.
             E

      6.     Physical Security - See Standard on Physical Security

      7.     Risk Assessment - See Standard on Risk Assessment and Management

      8.     Data Classification - See Standard on Data Classification Management

      9.     Illicit Code - See Standard on Illicit Code

      10.    Dial-Up/Remote Control - See Standard on Dial-Up/Remote Control

                                                              - 30 -

                                        * CONFIDENTIAL TREATMENT REQUESTED
        11.       IS User Conduct - See Standard on IS User Conduct

        12.       Application Development - See Standard on Application Development

        13.       Network Security - See Standard on Network Security

        14.       Security Education & Awareness - See Standard on Security Education & Awareness

3.3     Identification and Authentication

        3.3.1      Objective

                  Identification is the process of uniquely distinguishing one User from another to establish accountability.

                  Authentication is the process of verifying the identity of a User. This can be accomplished by determining:

                       *

                  The goals of Identification and Authentication are to:

                       *

3.3.2     Identification and Authentication Requirements

              •     Each User must be uniquely identified. For example, a system user ID must not be assigned to more than one person.

              •     Each User must be identified and authenticated before performing any actions on the system.

              •     After the User successfully completes the Identification and Authentication process,     *    .

              •     The authentication process must be limited to     *    .

                                                                     - 31 -

                                              * CONFIDENTIAL TREATMENT REQUESTED
•   Identification and Authentication must both be completely processed by the system prior to displaying the failed attempt
    indicator. All messages associated with failed log-ins shall be non-descriptive.

•   Only the IPG administrator and/or an approved process can              * .

•     *    .

•   A single User identifier must not be permitted to have processes originating from       * . For example, a user must
    not * .

•   Users employing Internetworking (any public network) to access American Express information and technology remotely,
    (e.g., dial-up via the public telephone network, LAN, WAN, Internet, or wireless networking), must use * .

•   A User identifier that has been inactive for a period of       * . The intervention of an   * . If an exception to this is
    required, for example an * .

•   User identifiers shall be purged from the system after         *   .

•   The following message must appear on all screens prior to any logos or banners, and before the initial Identification and
    Authentication process:

                                                        *      .

•   All vendor supplied USERID‘s must be        * . Privileged vendor supplied USERID‘s must be           *    .

                                                      - 32 -

                              * CONFIDENTIAL TREATMENT REQUESTED
3.3.3 Password and PIN Requirements

   •    Authentication information, e.g., password or PIN, must never be disclosed to another User or shared among Users .

   •    New or re-enabled User identifiers must be             * .

   •    Passwords must not be written down on printed documents, post-it notes, etc.               * .

   •    Passwords must be protected using            *

   •    The password must not      *       .

   •    Passwords must have a maximum lifetime of                *       (Exempt from this control are   * ).

   •    The password change process must force re-authentication. The current password must be                  * .

   •    A     *   is required to prevent        * .

   •    Passwords are required to be           * .

   •    Passwords must contain at least          * .

   •    A * is deemed acceptable and in compliance with the intent of this document.

   •        * .

3.3.4 Recommended Password Guidelines

       The following are recommendations for selecting passwords:

   •    Passwords must be entered by means of              *   in a function key or hot button.

   •    Passwords must not be the same as            * .

                                                                - 33 -

                                  * CONFIDENTIAL TREATMENT REQUESTED
          •     Passwords must     * . Avoid passwords that contain:

                *

      3.3.5    Digital Token Requirements

          •     Authentication may be accomplished with a      *    .

          •     A digital token   * .

          •     Digital tokens must be    * .

          •     Digital tokens    * .

3.4   Access Control

      3.4.1    Objective

              Access Control is the process of assuring that only properly approved users are granted access to information.

              The goals of Access Control are to:

          •         * .

          •         * .

                                                                - 34 -

                                         * CONFIDENTIAL TREATMENT REQUESTED
3.4.2 Access Control Requirements

   •   Access to information and technology must be authorized only by      *   .

   •   Access to information and technology must be         *       .

   •   Access rights specified by an individual User       * .

   •   At least * , a review of User access rights to information and technology must be conducted by the   * . Review of
       this information must be conducted by the business process owner with oversight by the * .

   •   At least   * , a review of User access to       *     .

   •   Access must be controlled to restricted information including:

          *

   *

   •   Access to system documentation,     * .

   •   The development, implementation, and maintenance of application software must be   *   .

   •   All purchased, commercial software must be          * .

   •     * .

   •   When the     *   .

   •   The Business Unit Manager must immediately notify the            *

                                                           - 35 -

                                * CONFIDENTIAL TREATMENT REQUESTED
         •       * .

      3.4.3 Requirements for Segregation of Duties

         •       * .

                 *


3.5   Accountability Tracking

      3.5.1 Objective

             Accountability Tracking is the process of gathering information related to the interaction between Users and information.
             This information provides a means of reconstructing events for investigative purposes and establishing individual
             accountability.

             The goals of Accountability Tracking are to:

         •     Provide for the logging of events;

         •     Ensure that each event is associated with a particular User;

         •     Provide a mechanism to retrieve and report information on logged events; and

         •     Report on the effectiveness of the Minimum Security Baseline requirements.

                                                                - 36 -

                                         * CONFIDENTIAL TREATMENT REQUESTED
      3.5.2    Requirements

          •     Specific security events must be recorded. These events are:

                   *

          •     Specific information must be included in the tracking record associated with each event:

                   *

          •     Authentication information, e.g., passwords, PINs, and clear-text cryptographic keys must never appear as part of the
                tracking record.

          •     Accountability tracking information must be maintained for a minimum of one year after it is collected. Retention may
                be extended by legal, regulatory or investigative requirements.

3.6   Security Maintenance

      3.6.1    Objective

              Security Maintenance is the infrastructure to support the security surrounding American Express information and
              technology.

              The goals of Security Maintenance are grouped into four areas:

          •     Security Administrative Procedures - Provides the comprehensive documented procedures for all functions related to
                Information Protection (See Section 3.6.2).

          •     Security Technology Infrastructure - Ensures that the proper technology exists to effectively administer Information
                Protection (See Section 3.6.3).

          •     Contracts with Third Parties - Ensures that the requirements of the MSB are extended to Third Parties (See Section
                3.6.4).

          •     Requirements for Change Control - Preserves the integrity of development, test, and production environments (See
                Application Development Standard).

      3.6.2    Requirements for Security Administrative Procedures

                                                                - 37 -

                                         * CONFIDENTIAL TREATMENT REQUESTED
•   Procedures must be documented, implemented, and maintained for all Information Protection maintenance functions.
    These procedures must define:

    •    The method used to validate and archive Identification and Authentication requests;

    •    The method used to validate and archive Authorization (Access Control) requests;

    •    The procedures used to create, delete, disable, and enable Identification and Authentication mechanisms;

    •    The steps used to permit and revoke access to information;

    •    The process for monitoring and reporting Accountability Tracking (Audit) information;

    •    The frequency of backup for Accountability Tracking information;

    •    Methods used to monitor the effectiveness of security controls;

    •    The method used to document management reviews of these procedures; and

    •    The process by which security violations are monitored, reported, and escalated.

                                                   - 38 -
    •       The structures, rules, conventions, ranges and limits used to implement the Information Protection infrastructure
            must be documented. This includes:

            •   The conventions used for Identification and Authentication mechanisms; and

            •   The associations between Users and information to which they have access.

•   Identification and Authentication requests, and Authorization (Access) requests, must be retained and archived for seven
    years.

•       * .

•   The Information Protection Group must review Identification and Authentication violations daily and escalate when
    necessary.

*

•   The Information Protection Group must authenticate the identity of a User by establishing a positive identification.
    Positive identification of the User will only be established by:

        *

•   The Business Unit Manager must immediately notify           * .

•   A procedure must be documented and implemented to allow access to information and technology during an emergency or
    other unplanned or unscheduled event. This process must be as secure as possible while still allowing a timely response by
    information technology support personnel. Appropriate accountability tracking and

                                                       - 39 -

                                * CONFIDENTIAL TREATMENT REQUESTED
    reporting on the use of this process must be included. The procedure must call for the notification of the Information
    Owner and the disabling of the privileged identifiers at the end of the emergency.

•     * .

                                                     - 40 -

                              * CONFIDENTIAL TREATMENT REQUESTED
      3.6.3    Requirements for Security Technology Infrastructure

          •    The technology must permit a segregation between         * .

          •    The following minimum controls must be provided by the Information Protection functions within the technology:

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       * ;

               •       *

               •       * .

          •    Separate and controlled development, test and production environments must be established.

          •    All modifications to the production environment must follow a documented change control procedure that describes the
               migration path from development to test to production.

          •    The Information Owner must authorize all migration of software between environments.

      3.6.4    Contracts with Third Parties

          •    Contracts with Third Parties must include the following provisions:

               •    All Third Parties (individuals or employees of Third Party businesses) must adhere to all American Express Security
                    Policies and Standards;

               •    Physical access granted to Third Parties must be defined and limited on a need-to-perform, job function basis; and

               •    Third Parties must sign Non-disclosure Agreements as a condition of the contract.

3.7   Backup

                                                               - 41 -

                                        * CONFIDENTIAL TREATMENT REQUESTED
         3.7.1        Objective

                 Backup is the process of making backup copies of information for the purpose of restoring that information at a later date.

                 The goals of Backup are to:

                  •       Ensure the continued availability and accessibility of information;

                  •       Minimize the cost of a disruption, e.g., operational error, disaster, or sabotage that causes damage to, or destruction
                          of, information; and

                  •       Provide duplicate up-to-date information for recovery purposes with the same level of integrity and quality.

         3.7.2        Reference

                  •       See the Standard on Business Continuity Planting (BCP).

         3.7.3        Requirements

                  •       The Information Owner is responsible for designating the frequency of information backup.

                  •       If the Information Owner does not designate a frequency for backup, the information must be backed up on a          *

                  •         *

                  •         *

                  •         *

                  •       The MSB requirements described within this document must be in place for backup copies of information, whether
                          on-site or off-site. Vendors that assist American Express with the backup of information must also adhere to these
                          controls.

                  •       Backup copies of purchased software must be in accordance with the vendor‘s license agreement.

                  •       Unauthorized copying of purchased commercial software is considered software piracy and is a violation of
                          copyright law and American Express policy.

                  •       Backup copies of purchased commercial software must not be used on any computer outside of those in the original
                          license, with the exception of contingency testing.

                  •       Procedures must be documented and implemented that describe the methodology for the backup of information.

                  •       When the technology used to process, store, or communicate information is changed, backup procedures must also
                          be updated.

2   4.0 Exception Criteria

                                                                      - 42 -

                                               * CONFIDENTIAL TREATMENT REQUESTED
    Requested exceptions to the standards must be submitted to the Regional Security Officer (RSO) who is responsible for the requestors
    area. Exception requests must utilize the standard exception request form. Exceptions will be reviewed by the RSO, who may request that
    a risk analysis be performed to determine what security measures are appropriate. Exceptions may be granted after the RSO determines
    that an appropriate compensating control exists. Approved exceptions will be viewed as short term resolutions. The point-of-arrival for all
    groups is to be 100% compliant to the standards. A schedule to reach compliance must be included with the approved exception.

    Exceptions will be logged and maintained in a historical file with the Regional Security Officer.

3   5.0 Compliance Measurement

    Periodic reviews by the Information Protection group and/or Corporate Audit will be performed to determine if a department is in
    compliance with the standard. In addition, approved exception will be taken into consideration as part of the review.

    The RSO will document their review findings and forward copies to the TL for Information Protection, the local business management
    and the senior business leadership team. In the areas where a department is found not to be compliant, the department will be required to
    respond in writing, identifying what the department will do to get to standard.

4   6.0 Frequently Asked Questions

    Following is a list of frequently asked questions relating to this Standard.

    6.1   What does Identification and Authentication mean?

          Each user of a system is required to be uniquely identified and authenticated to the system (usually by the required use of
          individually assigned User Id and password combination) to establish accountability.

5   7.0 Implementation / Migration Schedule

    To be identified after associated procedures for this Standard are prepared and issued.

6   8.0 Standards Related Information

    8.1   Standard on Physical Security

    8.2   Standard on Business Continuity Planning

    8.4   Standard on Encryption

    8.5   National Computer Security Center - Trusted Computer System Evaluation Criteria (TCSEC)

7   9.0 Standards Enablement Team Contacts

    9.1   Champion

          C. McGuire (AET - Global Relationship Leader)
          Betsy Feamow (AET - Technologies Leader, Information Protection)

    9.2   Steward

          Greg Miller (Operations Leader, Information Protection)       *

    9.3   Others

          None

                                                                      - 43 -

                                              * CONFIDENTIAL TREATMENT REQUESTED
8    10.0 List of Recent Changes
                      Date                                          Change                                         Reason for Change



11.0 Definitions

     Client/Server           In TCP/IP the model of interaction in distributed data processing in which a program at one site sends a
                             request to a program at another site and awaits a response. The requesting program is called a client; the
                             answering program is called a server.

     Domain                  The part of a computer network in which the data processing resources are under common control. In
                             computer security, all of the objects that a subject can access.

     ACL                     Access Control List is a collection of all access rights for one object. It is a list associated with an object
                             that Identifies all the subjects that can access the object and their access rights.

     Risk Assessment         An evaluation, in terms of annualized loss expectancy, of assets, vulnerabilities of a system, and possible
                             threats to its security.

     Physical Security       The protection of people or property by means such as barriers, locks and guards.

     Backup                  The procedure, technique or hardware used to recover lost or destroyed data or to keep a system
                             operating. The act of saving some or all of the objects on a system, on tape or on disk.

     Identity Token          A device such as a smart card, a metal key, or some other physical token carried by a system user that
                             allows user identity validation.

     Terminology             The use of words that must and require in this standard means that this is a mandatory requirement. The
                             use of should, may or can means a recommended guideline.

9    Appendix

None.

                                                                    - 44 -
        [Exhibit D-3]

  IS GLOBAL TECHNOLOGY

PHYSICAL SECURITY STANDARD

           - 45 -
                                                        Table of Contents

1.           SUMMARY                                                                                                                47
2.           SCOPE                                                                                                                  47
     2.1.       Applicable Organizations                                                                                            47
     2.2.       Business Impact                                                                                                     47
     2.3.       Coverage                                                                                                            47
     2.4.       Regulatory Issues                                                                                                   47
     2.5.       Inquiries                                                                                                           47
3.           STANDARDS DESCRIPTION                                                                                                  47
     3.1.       Building Physical Access Control Standards                                                                          47
     3.2.       Baseline Physical Access Controls                                                                                   48
     3.3.       Additional Physical Access Controls (Datacenter buildings)                                                          48
     3.4.       Control Standards                                                                                                   48
     3.5.       Supporting Infrastructure Physical Access Controls                                                                  50
     3.6.       Employee Termination or Change in Job Responsibility                                                                50
     3.7.       Management of Computing Resources                                                                                   51
     3.8.       Environmental Threats and Controls                                                                                  51
     3.9.       Sign Posting                                                                                                        52
     3.10.      Insurance                                                                                                           52
4.           EXCEPTION CRITERIA                                                                                                     52
5.           COMPLIANCE MEASUREMENT                                                                                                 52
6.           FREQUENTLY ASKED QUESTIONS                                                                                             53
     6.1.       To what extent is physical security of information every person‘s responsibility?                                   53
     6.2.       What would ―appropriate laptop security‖ devices include?                                                           53
     6.3.       How do I report a physical security related concern such as a door that is frequently left open or a broken lock?   53
7.           IMPLEMENTATION / MIGRATION SCHEDULE                                                                                    53
8.           STANDARDS RELATED INFORMATION                                                                                          53
9.           STANDARDS ENABLEMENT TEAM CONTACTS                                                                                     53
     9.1.       Champion                                                                                                            53
     9.2.       Steward                                                                                                             53
     9.3.       Others                                                                                                              53

                                                               - 46 -
10
11

12     1. Summary

       Physical Security is the process of protecting information and technology from physical and environmental threats. Physical access to
       information processing areas and their supporting infrastructure (communications, power, and environmental) must be controlled to
       prevent, detect, and minimize the effects of unintended access to these areas (e.g., unauthorized information access, or disruption of
       information processing itself).

       Access control is established by imposing standards for protection at the building, processing area, and supporting infrastructure areas.
       Environmental threat control protects information and technology against environmental hazards, e.g., fire, water. The level of control
       imposed on these areas will reflect the nature of the importance of the information handled or supported by the area to corporate
       operations.

13     2. Scope

13.1        2.1. Applicable Organizations

              This Standard applies to all components of American Express (AMEX), including all subsidiaries and affiliates.

13.2        2.2. Business Impact

              This Standard is deemed to be Level 1 priority. This Standard was established to meet AMEX strategies and goals relating to
              Information Systems Security throughout American Express. These strategies and goals address and incorporate methodologies to
              ensure AMEX‘s compliance to regulatory and legal requirements. Failure to conform to this Standard will have significant impact
              on AMEX. Immediate migration to this Standard is required. ― Immediate ‖ is defined as within one year of this Standard‘s
              issuance.

13.3        2.3. Coverage

              This Standard covers all Information Systems (IS) environments operated by AMEX or contracted with a third party by AMEX.
              The term ―IS environment‖ defines the total environment and includes, but is not limited to, all documentation, physical and logical
              controls, personnel, hardware (e.g., Mainframe, distributed, desktop, network devices), software, and information.

13.4        2.4. Regulatory Issues

              This standard is intended to meet regulatory requirements.

13.5        2.5. Inquiries

              For interpretations or questions, regarding this standard, contact your Regional Security Officer (RSO) or the Information Integrity
              Group (II).

14     3.    Standards Description

14.1        3.1. Building Physical Access Control Standards

              The building access control standards implemented must be commensurate with the type of information processing that is occurring
              at the physical location. Buildings containing a designated data center will necessarily employ stricter access controls than those
              which do not.

                                                                        - 47 -
         *

14.2     3.2. Baseline Physical Access Controls

             All buildings must employ the following measures to safeguard the information resources they contain:

         *

         *

         *

         *

               *

               *

               *

         *

         *

       3.3. Additional Physical Access Controls (Datacenter buildings)

             Inspection of incoming and outgoing packages (e.g., bags, briefcases, boxes, etc.) must be conducted to ensure against unauthorized
             materials entering or leaving the building.


         *

         *

         *

       3.4. Control Standards

             Information Processing areas include not only datacenters but also computer networks and workstations located in the business
             units that utilize them to conduct daily business. Physical access controls will differ depending on emphasis that management has
             put on securing access to

                                                                      - 48 -

                                               * CONFIDENTIAL TREATMENT REQUESTED
        the information being processed (centralized datacenter control or business unit and end user discretion). The following details the
        appropriate controls for access to information contained at both the datacenter and business unit network levels.

                                                     3.4.1. Datacenter Physical Access

                The information processed here is normally deemed critical to American Express operations and is of a sensitive nature in
                terms of confidentiality issues. Correspondingly, access controls to the datacenter require a high level of personnel
                restriction and authentication to safeguard the information processed therein. Normal access control standards utilized within
                datacenters must include:
*

*

*

*

*

*

*

          *

          *

                                          3.4.2. Business Unit Network Server Physical Access

                Local area networks (LANs) utilized by the business units to accomplish their functions must have the following physical
                access control standards applied:
*

*

*

                                       3.4.3. Business Unit End User Workstation Physical Access

    •         Workstations must be located in an area free from physical dangers (e.g., high traffic areas, water leaks, fire hazards, etc.).

                                                                    - 49 -
   •         Workstations must be secured via      *   to prevent unauthorized removal from premises.

   •         Workstations connected to the network must store      *

   •         Software to be used on the workstation must be scanned for viruses.

                                    3.4.4. End User Portable Laptop Computers Physical Access

   •         Due to the high risk of loss due to portability, laptop computers must be traceable to   *

   •         Portable laptop computers containing sensitive data (non-disclosure) must be protected using a      *

   •         All portable laptops must be    *

3.5. Supporting Infrastructure Physical Access Controls

       Access to facilities that support information processing systems such as * . Deprival of infrastructure services can jeopardize
       continuity of information processing and impact operations as a whole. As such, the physical access controls afforded these support
       systems must reflect the importance of the information processing systems they serve. *

3.6. Employee Termination or Change in Job Responsibility

       If an employee has a change in their job responsibility or is terminated for any reason, all of the following items in their possession,
       which control physical access to information must be returned, when applicable. These items include:

         *

         *

         *

         *

         *

         *

         *

         *

       All Copyright, Licensed and Business Confidential Information held on        *

                                                                   - 50 -

                                            * CONFIDENTIAL TREATMENT REQUESTED
3.7. Management of Computing Resources

      * is responsible for the movement of all types of information system media and equipment. The user must not relocate or
    remove any equipment without the expressed consent of the *

    II is responsible for all changes to the network configuration and attached workstations. To ensure that all networking policies,
    standards, and procedures are being adhered to, * .

3.8. Environmental Threats and Controls

                                      3.8.1. Backup Power for Power Outage situations

           Mainframe and Network computer systems and their supporting infrastructure (air conditioning systems and security alarm
           systems where applicable) must have a *

           Back up power is necessary to ensure that computer services are in a constant state of readiness and to help avoid damage to
           equipment if normal power is lost. A * must be utilized for the computer systems and supporting equipment. Where
           appropriate, * must also be employed to ensure survivability of operations. In areas susceptible to outages of more than
           15 to 30 minutes, diesel generators are recommended. Back up power facilities must be regularly tested to ensure reliable
           functionality.

                                                          3.8.2.       *

             *

                                                   3.8.3. Emergency Lighting

           In datacenters and network server closed areas, automatic emergency lighting must be provided for use during power
           outages.

                                  3.8.4. Water Sensors and Temperature/Humidity Alarms

           The computer environment must be protected from all forms of water, temperature and humidity damage. Locations with the
           potential for water damage must be avoided when selecting information processing areas (e.g., locations below ground level,
           or those under sewer lines, showers, cafeterias, or similar facilities where water or drainage malfunctions could occur).

           In datacenter environments, sensors and alarms must be installed to monitor the environment surrounding the equipment to
           ensure that air, humidity and cooling water temperatures remain within the levels specified by equipment design. Water
           sensors must be placed in the floor and ceiling to ensure leakage detection. If proper conditions are not maintained, alarm
           systems must be configured to summon operations and maintenance personnel to correct the situation before a business
           interruption occurs.

                                        3.8.5. Fire Detection and Suppression Controls

           Measures must be taken to minimize the risks and effects of a fire occurring within the information processing areas, or from
           spreading into these areas from an adjoining location. The degree of automatic fire detection and suppression mechanisms
           deployed depends upon the criticality of the operation attributed to the information processing system. Datacenters must
           have Halon or approved equivalent systems or dry pipe sprinkler systems and heat sensors installed, while closed area
           network server rooms may

                                                              - 51 -

                                       * CONFIDENTIAL TREATMENT REQUESTED
                    only have smoke detectors and fire extinguishers. Regardless, fire detection and suppression mechanisms must be utilized in
                    the information processing areas. Where possible, detection devices must notify appropriate personnel.

                                                        3.8.6. Site Construction capabilities

             The building which contains the information processing areas must minimally conform to regional construction regulations
             especially with regard to natural physical security threats (fire, flood, earthquake, hurricane, etc.). Selection of new sites must
             consider the presence of such threats and avoid high risk conditions where possible.

     3.9. Sign Posting

             The information processing area or data center site must not be identified by external signs, notices or maps.

     3.10. Insurance

             Insurance coverage must complement an effective system of physical security controls as a countermeasure against threat
             realization and impact on American Express‘ operations. The following items must be considered in regards to associated asset
             values versus insurance cost to mitigate losses.

         •        IS equipment and facilities

         •        Employee fidelity

         •        Media reconstruction

         •        Extra expense

         •        Business interruption

         •        Errors and omissions

         •        Loss of items in transit

         •        Liability to customers resulting from EFT systems activities

15   4. Exception Criteria

     A request for an exception to the standards must be submitted, on the standard Exception Request Form, to the responsible document
     Steward. The document Steward will log and maintain exception requests in a historical file.

     The document Steward will review the exception request, and may require that a risk analysis be performed. If the document Steward
     determines that an appropriate compensating control exists, an exception may be approved.

     An approved exception is viewed as a short term solution only; the point-of-arrival for all groups is to become 100% compliant to the
     standards. The request for an exception must include a schedule to reach 100% compliance.

     However, if a schedule to reach compliance cannot be provided, owing to extenuating circumstances, then the security and integrity for
     this particular case must be guaranteed by appropriate compensating controls. Cases where a schedule to reach compliance cannot be
     provided, will be reviewed by the document Steward on an annual basis.

16   5. Compliance Measurement

     The Information Integrity group will perform periodic reviews to determine if a department is in compliance with the standard.
     Additionally, periodic reviews by other internal control groups and/or Corporate Audit may be performed to determine if a department is
     in compliance with the standard. Approved exceptions will be taken into consideration as part of the review.

                                                                         - 52 -
     The RSO will document their review findings and forward copies to the TL for Information Integrity, the local business management and
     the senior business leadership team. In the area where a department is found not to be compliant, the department will be required to
     respond in writing, identifying what the department will do to get to standard.

17   6. Frequently Asked Questions

     Following is a list of frequently asked questions relating to this Standard.

17.1 6.1. To what extent is physical security of information every person‟s responsibility?

     Adherence to the Physical Security Standard is required by all persons involved with AMEX. The responsibility for each individual
     varies based on their role in the organization.

17.2 6.2. What would “appropriate laptop security” devices include?

     Laptop security devices include laptop lock cable mechanisms and locking docking stations. Other devices may be available. Contact II
     for guidance on approved devices.

17.3 6.3. How do I report a physical security related concern such as a door that is frequently left open or a broken lock?

     Depending on the case, the process must involve Facilities and II when applicable. The Facilities department should have request forms
     for repairs / workorders which depending on cost will require upper management approval.

18   7. Implementation / Migration Schedule

     To be identified after associated procedures for this Standard are prepared and issued.

19   8. Standards Related Information

     8.1 Standard on Risk Assessment and Management

20   9. Standards Enablement Team Contacts

20.1 9.1. Champion

       * (GRL - AETO)

20.2 9.2. Steward

       * (TL - Information Integrity)

20.3 9.3. Others

             Information Integrity                                                                     *
                    *                                                                                  *
                    *                                                                                  *
                    *                                                                                  *
                    *                                                                                  *

                                                                       - 53 -

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                          Exhibit E

                                                     Anticipated Volumes
 Month (after Effective Date)                                                           Number of Unique Record Locator Numbers

    *                                                                                   *
    *                                                                                   *
    *                                                                                   *
    *                                                                                   *
    *                                                                                   *
    *                                                                                   *

Volumes may be revised and future volumes established by mutual agreement of the parties.

                                                             - 54 -

                                       * CONFIDENTIAL TREATMENT REQUESTED
                                                                   Exhibit F

                                                      Disaster Recovery/Backup Plans

                                                         EnCoRRe Service Bureau
                                                     Disaster and Recovery Procedures

21 May, 2000

Introduction:

The following information is specific to the EnCoRRe Service Bureau running in our facilities in Dallas, Texas. Many of the same policies and
procedures for business continuity are in place for all TRX data center locations.

The procedures and contact information detailed in this document is confidential and subject to change.

Administrative Contacts:

The following have been identified as part of the disaster and recovery team.

  *
Director of Network Administration
Office:    *
Home: *
Cell:      *

  *
VP of Product Support
Office:   *
Home:     *
Cell: TBD

  *
VP of Product Development
Office:   *
Home:     *
Cell:     *

  *
Director of Database Administration
Office:    *
Home:      *

Onsite Support
Office:   *
Cell:     *

Backup and Storage Procedures:

  *

                                                                     - 55 -
A full system backup is done weekly consisting of all system files, database files, and operating system. This backup is automatically
transferred to DLT tape.

TRX maintains        *

Weekly backups       * . Full monthly backups are maintained         *

All tapes are available to be     * .

Contact information for the offsite facility is:

Name:     *
Phone:    *

Hardware:

•    Database Servers:

All logical disk devices on the EnCoRRe database server utilize a * to protect the data in the event of a physical disk failure. Each
controller has a dedicated * background process that will inform administrative staff of a failure via email. A defective drive can be
quickly identified and replaced without customer impact. Spare hard drives are kept onsite.

Critical parts for the Compaq database servers are housed onsite. Non-critical parts can be obtained at Compaq‘s and HP‘s parts facilities in
Dallas. Parts from these facilities can be over-nighted to TRX‘s location and available within 24 hours.

In case of total server failure, a second server used for web based reporting will be used for quick recovery. This second server does not have
the same capacity as the production server and will result in diminished service however, it will enable TRX to continue processing of critical
reservations (rush queue only). Fail over to this second server would take approximately *

•    Workstations:

Client workstations are rack mounted, industrial grade, PC‘s. Extra parts as well as complete spares are kept onsite in case of failure. In case of
failure, there would be no impact upon service levels.

21.1 Power:

Network servers, database servers, workstations, gateways, etc. are all protected from power outages and ―spikes‖ by an * This system
can sustain operations for up to four hours. Stress tests are done quarterly. In case of fail over, each UPS notifies administrative staff via email
and pager.

If power is not restored within * minutes, non-critical systems (monitors, email servers, etc.) are brought down to sustain power as long
as possible. Customers are notified of the potential for downtime and the unscheduled downtime communication plan begins.

Once the UPS reaches * of remaining capacity, customers are notified and the systems are brought down until power is restored.
Customers are notified hourly and as soon as power is restored.

TRX has       *   and    *      offsite monitoring. Each unit is tested and serviced monthly.

TRX is currently pricing the purchase and installation of a diesel generator for continuous backup.

                                                                         - 56 -

                                                   * CONFIDENTIAL TREATMENT REQUESTED
UPS Contact Information:

Name:       *
Phone:      *

Fire:

In case of fire, the current system in the data center is ―wet‖ and will activate only over the hot zone. The onsite staff has ―dry‖ extinguishers
available. The onsite staff has been trained in fire prevention and will take all necessary steps to put out the fire and contact the fire department
if necessary. TRX is researching an automated and ―dry‖ fire prevention system.

Cooling:

The data center is cooled by two 10 ton Liebert air conditioning and de-humidifying systems. In case of failure, a single unit can provide
enough cooling to keep the system running until the second system is repaired.

TRX has         *    and   *   offsite monitoring and    *    emergency support. Each unit is tested and serviced monthly.

A/C Contact Information:

Name:       *
Phone:      *

Data center Access:

Access is controlled to the building, the suite, and to the data center via picture identification swipe cards. Only pre-authorized staff is allowed
into the data center and access is kept to a minimum.

GDS Access:

The EnCoRRe service bureau is dependent upon GDS access provided by several GDS suppliers. The customer provides the access to these
GDS‘s and support levels are provided under an agreement the customer has with each GDS. Downtime response provided by the GDS can
vary however, TRX is provided premium support levels from all GDS vendors.

•       Gateways:

Gateways are workstations used to communicate from the client workstations to the GDS host. TRX uses a third party gateway provided
by * . Spare software and hardware are kept onsite in case of system failure. Multiple gateways are used for redundancy. In case of failure,
the applications will automatically fail over to the redundant gateway.

•       CRS Lines:

Redundant lines are installed to provide access to the GDS host. Downtime is minimal. In case of CRS failure, the following are called:

    *
    *

    *
    *

    *

                                                                        - 57 -

                                                * CONFIDENTIAL TREATMENT REQUESTED
    *

    *
    *

Communications Plan:

•       Scheduled Downtime:

Downtime for routine maintenance, upgrades, system administration, etc. will be considered ―scheduled‖. Scheduled downtime will be kept
between * All scheduled downtime will be communicated by email in advance and kept to a preset calendar.

The initial downtime calendar will be determined and distributed during implementation. Each month, notification will be sent by email
containing the date and duration for scheduled downtime that month as well as any changes in the scheduled downtime schedule.

•       Unscheduled Downtime:

Downtime for immediate bug fixes, hardware failure, CRS failure, etc. will be considered ―unscheduled‖. Notification will be sent by email as
soon as possible containing the cause of the downtime and estimated or actual duration. Additional notifications will be sent by email every
hour and upon system startup.

•       Logging

Data center staff log all scheduled and unscheduled downtime, system alarms, and steps taken to recover. This log is used to determine overall
system uptime and steps required improving uptime performance.

•       Remote monitoring

TRX is in the process of creating a web based monitoring application that will allow our customers to view a ―dashboard‖ of all system
processes and status. PNR‘s on queue, workstations running, database capacity, PNRs processed by hour, etc. will be displayed.

                                                                     - 58 -

                                              * CONFIDENTIAL TREATMENT REQUESTED
   Exhibit G

Escrow Agreement

     [TBD]

     - 59 -
                                                         ESCROW AGREEMENT

―Effective Date‖:              , 2000

TTG: (referred to as ―Depositor‖)
Travel Technologies Group L.P.
7557 Rambler Road
Dallas, Texas

Amexco:
American Express Travel Related Services Company, Inc.
World Financial Center
American Express Tower
200 Vesey Street
New York, New York 10285

ESCROW AGENT: (referred to as ―Escrow Agent‖)
[TBD]

     This Escrow Agreement (―Agreement‖) is made and entered into as of the Effective Date set forth above, by and among TTG identified
by name above (referred to in this Agreement as the ―Depositor‖ or ―TTG‖), Amexco (―Amexco‖) and the escrow agent whose name and
address is set forth above (―Escrow Agent‖).

      Depositor and Amexco have entered into a Service Bureau Agreement with an effective date of , 2000 (―Services Agreement‖), under
which Amexco has licensed certain Software, Enhancements, Modifications, Improvements, and Software Releases from Depositor. The
Services Agreement further provides for the escrow of materials relating to the Software, Enhancements, Modifications, Improvements, and
Software Releases (―Escrow Materials‖) and this Agreement is entered into for the purpose of effectuating such an escrow arrangement in
connection with the Services Agreement and the Software, Enhancements, Modifications, Improvements, and Software Releases identified
therein. Depositor and Amexco acknowledge that Escrow Agent has no knowledge of the terms and conditions contained in the Services
Agreement and that Escrow Agent‘s only obligations shall be set forth herein or in any other writing signed by Depositor, Amexco and Escrow
Agent Depositor and Amexco agree that all terms capitalized as defined terms in this Agreement shall have the meaning given them in the
Services Agreement, unless otherwise defined in this Agreement.

ARTICLE 1: Deposit of Escrow Materials; Recordkeeping

1.1 On or before delivery of the Software and all Enhancements, Modifications, Improvements, or Software Releases, as the case may be, to
Amexco or for general release, Depositor shall deliver to the Escrow Agent, for deposit under this Agreement in Atlanta, Georgia, a current and
complete copy of the program source code, object code, documentation and any other materials required by the Services Agreement or
mutually agreed to by Depositor and Amexco to be deposited in escrow (―Escrow Materials‖). A specific description of the Escrow Materials
required is set forth on the attached Exhibit A , which is incorporated and made a part of this Agreement.

1.2 Within thirty (30) days of the installation of any new Enhancement, Modification, Improvement or Software Release, TTG shall deliver to
the Escrow Agent, for deposit in accordance with this Agreement, any and all changes to the Escrow Materials which correspond to changes, if
any, made to the Software. All materials deposited hereunder shall be considered ―Escrow Materials‖ as die term is used herein.

                                                                    - 60 -
1.3 The Escrow Materials may be removed and/or exchanged only on written instructions signed by Depositor and Amexco, or as otherwise
provided in this Agreement.

ARTICLE 2 : Location of Escrow Materials

2.1 The Escrow Materials shall be administered by Escrow Agent from the location specified on Exhibit C and shall not be moved to any other
location without the express written consent of Amexco and Depositor. Escrow Agent shall notify Depositor in writing of any change in
location.

2.2 Amexco shall have the right, at any time upon at least ten (10) days‘ written notice to Depositor and Escrow Agent, upon receipt of consent
by TTG which shall not be unreasonably withheld or delayed, to select and designate a new escrow agent to replace the Escrow Agent
hereunder. Upon such notice and upon payment of any outstanding fees due Escrow Agent, Escrow Agent shall completely, safely and securely
transfer the Escrow Materials to the new escrow agent (which will then become the ―Escrow Agent‖ hereunder) and confirm such transfer in
writing to Amexco and Depositor. Amexco shall be responsible for all costs, fees and expenses in connection with the new escrow
arrangement.

ARTICLE 3 : Verification of Escrow Materials

3.1 When Escrow Agent receives the Escrow Materials accompanied by Exhibit A attached hereto, Escrow Agent will conduct a deposit
inspection by visually matching the labeling of the tangible media containing the Escrow Materials to the item descriptions and quantity listed
on Exhibit A hereto, payment for which shall be made by Amexco.

3.2 Escrow Agent is entitled to be paid its standard fees and expenses applicable to the services provided. Escrow Agent shall notify Amexco,
the party responsible for payment of all Escrow Agent‘s fees, at least ninety (90) days prior to any increase in fees. For any services not listed
on Escrow Agent‘s standard fee schedule attached hereto as Exhibit C , Escrow Agent will provide a quote prior to rendering the service, if
requested.

     3.2.1 Escrow Agent shall not be required to perform any services unless the payment for such services and any outstanding balances
     owed to Escrow Agent are paid in full. All other fees are due payable within thirty (30) days of receipt of invoice and are the sole
     responsibility of Amexco. If invoiced fees are not paid, Escrow Agent may terminate this Agreement; provided, however, that any
     non-payment of fees may be remedied in accordance with the Material Breach provisions set forth in Article 6 hereof. If there is a
     discrepancy in fees owed to Escrow Agent, then Amexco and Escrow Agent shall agree to discuss this matter on a good faith basis.

3.3 In addition and upon Amexco‘s request, Escrow Agent shall be authorized to perform any additional verification services which are
available from Escrow Agent from time to time specified on the attached Exhibit D , including, without limitation, services necessary to verify
the completeness, accuracy and functionality of the Escrow Materials and to ensure that the Escrow Materials conform and correspond to the
Software, Enhancements, Modifications, Improvements and Software Releases available to Amexco under the Services Agreement.

     3.3.1 Upon request, Escrow Agent will furnish Amexco with a current copy of the charges for additional verification services which are
     available from Escrow Agent hereunder. Amexco shall be responsible for payment of any such charges directly to Escrow Agent and
     Depositor shall have no responsibility for same.

     3.3.2 Escrow Agent shall promptly notify Depositor of any verification services requested by Amexco and shall promptly provide
     Depositor with a copy of any technical verification report rendered by Escrow Agent in connection with such an engagement.

3.4 Escrow Agent shall report to Amexco in writing the results of all verification services performed on Escrow Materials upon completion of
same and shall send a copy to Depositor.

                                                                       - 61 -
3.5 No more frequently than once annually, Amexco shall be entitled to audit and inspect the Escrow Materials in the possession of the Escrow
Agent to verify the completeness, accuracy and functionality of the Escrow Materials, and to ensure that the Escrow Materials conform and
correspond to the Software, Enhancements, Modifications, Improvements and Software Releases available to Amexco under the Services
Agreement. A representative of the Escrow Agent shall be present at all times during any such inspection by Amexco.

ARTICLE 4 : Release and Return of Escrow Materials

4.1 Amexco shall be entitled to request a release of and obtain the Escrow Materials from the Escrow Agent if: (i) TTG ceases doing business
and its business is not continued by another corporation or entity; (ii) TTG becomes insolvent; (iii) TTG makes a general assignment for the
benefit of creditors; (iv) TTG suffers or permits the appointment of a receiver for its business or assets; (v) TTG avails itself of, or becomes
subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state or country relating to insolvency or the protection
of rights of creditors; or (vi) fails to meet its maintenance and support obligations in accordance with the provisions of the Services Agreement,
and such failure is not fully remedied in accordance with Section 8.2 of the Services Agreement and within ten (10) days of Amexco‘s written
notice to TTG of its intent to request a release of the Escrow Materials (hereinafter referred to as a ―Depositor Default‖), then notwithstanding
any other rights and remedies to which Amexco may be entitled, Amexco shall immediately have the right to obtain a copy of the Escrow
Materials from the Escrow Agent upon written notice as provided in this Agreement.

4.2 Escrow Agent shall deliver the Escrow Materials, or a copy thereof, to Amexco only in the event that:

     (a) Escrow Agent receives:

           (i) written notification from Amexco of the occurrence of a Depositor Default;

           (ii) evidence satisfactory to Escrow Agent that Amexco has previously notified Depositor of such Depositor Default in writing;

           (iii) a written demand that the Escrow Materials be released and delivered to Amexco;

           (iv) a written undertaking from Amexco that the Escrow Materials being supplied to Amexco will be used only as permitted under
           the terms of the Services Agreement; and

           (v) specific instructions from Amexco for this delivery.

     (b) Amexco shall, concurrently with its submission of the items in Section 4.1(a) above to Escrow Agent, send by certified mail to
     Depositor a photostatic copy of all such documents.

     (c) Within five (5) business days of its receipt of the articles in Section 4.1 (a) above, Escrow Agent shall release and deliver a copy of
     the Escrow Materials to Amexco.

     (d) Notwithstanding the release of the Escrow Materials as provided in Section 4.1(c) above, Depositor shall have thirty (30) days from
     the date on which Depositor receives the documents described in Section 4.1(b) above (―Objection Period‖) to notify Amexco of its
     objection (―Objection Notice‖) to the release of the Escrow Materials to Amexco and to request that the issue of Amexco‘s entitlement to
     a copy of the Escrow Materials be submitted to arbitration in accordance with the following provisions:

           (i) If Depositor shall send an Objection Notice to Amexco during the Objection Period, the matter shall be submitted to, and settled
           by arbitration by, a panel of three (3) arbitrators chosen by the New York Regional Office of the American Arbitration Association
           in accordance with the rules of the American Arbitration Association. The arbitrators shall apply New York law. All three (3)
           arbitrators shall be reasonably familiar with the computer software industry. The decision of the arbitrators shall be binding and
           conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. All costs
           of the arbitration incurred by Depositor and Amexco, including reasonable attorneys‘ fees and costs, shall be paid by the Depositor
           or Amexco as determined by the arbitration. If, however, Amexco refuses to submit to such

                                                                      - 62 -
           binding arbitration, the matter shall not be submitted to arbitration and Depositor may submit the matter to any court of competent
           jurisdiction in an interpleader or similar action.

4.3 Escrow Agent shall be entitled to act in reliance upon any Amexco instructions, instrument, or signature reasonably believed to be genuine
and shall assume that any Amexco officer giving any written notice or instruction, which is consistent with this Agreement, has been duly
authorized to do so on behalf of Amexco. Similarly, Escrow Agent shall have no duty to inquire as to whether Amexco or Depositor is in
compliance with the provisions of the Services Agreement relating to the release of Escrow Materials and shall have no liability to Depositor or
Amexco for relying on Amexco‘ notice.

4.4 If the Services Agreement between Amexco and Depositor has expired, been terminated or cancelled and if Amexco has not notified
Escrow Agent to release the Escrow Materials hereunder as contemplated under Section 4.1 above, then Escrow Agent may return or destroy
the Escrow Materials at the request of Depositor; provided, however, that Escrow Agent shall not return or destroy any such Escrow Materials
unless Escrow Agent has received written certification from Amexco that no event or condition has occurred which would permit Amexco to
obtain the release and delivery of such Escrow Materials under this Agreement. Notwithstanding the foregoing, if Amexco has not provided
said written certification within thirty (30) days from Escrow Agent‘s notice of termination, then at Escrow Agent‘s option, Escrow Agent may
return or destroy the Escrow Materials.

4.5 Each party shall designate an authorized individual as a contact for the purposes set forth hereunder and individuals shall be specified on
the attached Exhibit E .

4.6 Any release of Escrow Materials to Amexco shall remain subject to the confidentiality obligations set forth below and in the Services
Agreement. Escrow Materials shall be utilized by Amexco for its maintenance and support requirements in accordance with the Services
Agreement only, and no other purpose whatsoever.

4.7 In the event of a release of the Escrow Materials to Amexco pursuant to this Article 4, Depositor shall and does hereby license to Amexco,
subject to such condition, the right to use, copy, modify, maintain and update the Deposit Materials in any manner necessary or appropriate to
enable Amexco to use the Deposit Materials to perform the Standard Services and any other obligations of Depositor under the Services
Agreement. Any such modifications to the Deposit Materials made by Amexco shall be the property of Amexco. The foregoing license is fully
paid-up, perpetual and irrevocable; provided, however, the foregoing license shall terminate if all of the following shall be performed by
Depositor: (i) Depositor shall remedy the Depositor Default giving rise to the release; (ii) Depositor shall provide Amexco with adequate
assurances of Depositor‘s ability and commitment not to cause or permit any future Depositor Default; (iii) Depositor shall fully and
completely enhance, improve or modify the Deposit Materials and Software to include all Software Releases implemented since the release of
the Deposit Materials so that the Software, as implemented and operating to provide the Standard Services to Amexco, is the then current
version of the Software, and (iv) Depositor shall reimburse Amexco for all costs and expenses incurred by or on behalf of Amexco in the
development, implementation, operation, maintenance and support of Deposit Materials during the pendency of Amexco‘s use thereof pursuant
to the provisions of this Agreement.

ARTICLE 5 : Confidentiality of Escrow Materials

5.1 Escrow Agent acknowledges that Depositor considers the Escrow Materials to be confidential and trade secrets of Depositor, and Escrow
Agent agrees that unless Escrow Agent has obtained Depositor‘s written consent, Escrow Agent shall keep the Escrow Materials confidential
and prevent their disclosure to any person, firm or enterprise other than to employees or representatives of Escrow Agent involved in the
performance of Escrow Agent‘s obligations under this Agreement, to employees and representatives of Depositor, and to Amexco under the
specific release provisions specified in this Agreement.

5.2 Escrow Agent may copy Escrow Materials to the extent necessary to preserve and safely store the Escrow Materials, to perform the
verification services required and permitted under this Agreement, and to provide copies to Amexco as and when permitted hereunder. On all
such copies, Escrow Agent shall reproduce any proprietary rights and/or confidentiality notices which were on the Escrow Materials at the time
of their deposit with Escrow Agent.

                                                                      - 63 -
ARTICLE 6: General

    Payment : Escrow Agent may invoice Amexco and Amexco shall be responsible for all fees and/or charges applicable hereunder and
Amexco agrees to pay each invoice properly rendered hereunder within thirty (30) days after its receipt.

      Liability : Amexco and Depositor agree that Escrow Agent is acting as an independent agent and stakeholder hereunder and, provided
that Escrow Agent acts in accordance with the terms and conditions set forth in this Agreement, Escrow Agent shall not be held liable by
Amexco or Depositor for the proper performance of Escrow Agents obligations under this Agreement. Further, except for any unauthorized
acts by Escrow Agent under this Agreement, Amexco and Depositor shall agree to be liable for and shall indemnify, defend and hold Escrow
Agent harmless from and against any claims, actions, losses or damages, including, without limitation, reasonable attorneys‘ fees, other costs
and/or expenses actually incurred by Escrow Agent relating in any way to this Agreement. No party hereunder shall be liable, to any other
party hereunder, for any indirect, special, punitive, exemplary or consequential damages arising out of or in connection with this Agreement.

      Termination : Upon the release, return, destruction or transfer of the Escrow Materials as permitted hereunder or upon termination due to
a material breach, all further obligations and/or rights of Escrow Agent under this Agreement shall terminate; provided, however Escrow Agent
is not the party in breach.

      Material Breach : In the event of any material breach of this Agreement by one party, the other parties may (reserving cumulatively all
other remedies and rights under this Agreement and in law and in equity) terminate this Agreement, by giving thirty (30) days‘ written notice
thereof; provided, however, that any such termination shall not be effective if the party in breach has cured the breach of which it has been
notified prior to the expiration of said thirty (30) days.

      Notices : Except as otherwise specifically provided, all notices shall be in writing and delivered personally or mailed to the addresses of
the parties set forth at the beginning of this Agreement, to the attention of the undersigned at the address(es) set forth at the beginning of this
Agreement or to such other address or addressee as any party may designate by written notice and in the case of Amexco, to the Office of the
General Counsel, American Express Travel Related Services Company, Inc., American Express Tower, World Financial Center, New York,
New York 10285-4900. Notices shall be deemed given when delivered or when placed in the mail as specified herein.

      Bankruptcy : Amexco, Depositor and Escrow Agent acknowledge that this Escrow Agreement is an ―agreement supplementary to‖ the
Services Agreement as provided in Section 365(n), Title 11 of the United States Code (―Bankruptcy Code‖). If Depositor, as a debtor in
possession, or a trustee in bankruptcy appointed pursuant to the Bankruptcy Code, rejects the Services Agreement or this Agreement, then
subject to any other rights Amexco may have, Amexco may elect to retain its rights under the Services Agreement and this Agreement as
provided in the current Bankruptcy Code or any amendments and/or successor statutes. Unless earlier notified by Amexco, Depositor and
Escrow Agent, individually and collectively, agree that unless they have received notice from Amexco that it does not wish to make such
election or exercise any such rights, neither Escrow Agent nor Depositor shall interfere with the rights of Amexco in the Services Agreement
and/or this Agreement.

      Assignment : The parties may not assign this Agreement or any of their rights and obligations hereunder without the written consent of
each of the other parties involved in this Agreement and any such attempted assignment shall be void; provided however, that (A) Amexco may
require the transfer of Escrow Materials to a new escrow agent (as permitted hereunder), upon written notice to and consent of Depositor (such
consent not to be unreasonably withheld or delayed) and in accordance with Section 2.2, without the consent of Escrow Agent, and (B)
Amexco may assign this Agreement, and/or any of its rights and/or obligations hereunder, in their entirety, (including all licenses granted to
Amexco hereunder) to, (i) in the case of any merger or sale of its assets, to any entity which acquires all or substantially all of Amexco‘s assets
or any succession in a merger or acquisition of Amexco, upon written notice to Depositor without the consent of Depositor, or (ii) in the case of
an internal restructuring, to a wholly-owned subsidiary or affiliated company, upon written notice to Depositor without the consent of
Depositor, and (W) does not adversely affect Depositor‘s rights under the Services Agreement; (X) does not increase Depositor‘s obligations
under the Services Agreement; (Y) does not limit or reduce Amexco‘s

                                                                       - 64 -
obligations under the Services Agreement; and (Z) does not expand or otherwise increase Amexco‘s rights under the Services Agreement,
including but not limited to the scope of the license and/or Amexco‘s right to indemnification as granted therein.

      Severabilit y: In the event any provisions of this Agreement are held to be invalid, illegal or unenforceable, the remaining provisions of
this Agreement shall be unimpaired.

      Governing Law : In all respects this Agreement shall be governed by the substantive laws of the State of New York without regard to
conflict of law principles.

      Modification/Amendments : No modification, amendment, supplement to or waiver of this Agreement or any of its provisions, whether
by conduct or otherwise, shall be binding unless made in writing and duly signed by the parties. A failure or delay, by any party at any time, to
enforce any of the provisions, or to exercise any option, or to require performance, shall in no way be construed to be a waiver or modification
of this Agreement.

I N WITNESS WHEREOF, the parties have duly executed this Agreement on the dates indicated below.

 AMERICAN EXPRESS TRAVEL                                                       TRAVEL TECHNOLOGIES GROUP. L.P.
RELATED SERVICES COMPANY, INC.

By:                                                                            By:

Name:                                                                          Name:
                                 (Type or Print)                                                               (Type or Print)

Title:                                                                         Title:

Date:                                                                          Date:

[ESCROW AGENT]

By:

Name:

Title:
                                 (Type or Print)

Date:

                                                                      - 65 -
                                            EXHIBIT A TO THE ESCROW AGREEMENT
                                        LIST OF ESCROW MATERIALS FOR INITIAL DEPOSIT

Source code, object code, and all relevant documentation, commentary, and other similar materials, for the Software, Enhancements,
Modifications, Improvement and Software Releases, and any other materials required by Section 8.7 of the Service Agreement.

Include the following form with each deposit

Product Name:

Prepared and Confirmed by:

Title:                                                   Date:

Signature:

Type of deposit:

                     Initial Deposit
                     Update Deposit to replace current deposits
                     Other (please describe)

Items Deposited:

     Quantity      Media Type      Description of Material
A)   _____         _________       ______________________________________________
B)   _____         _________       ______________________________________________
C)   _____         _________       ______________________________________________

                                                                   - 66 -
                                                               EXHIBIT B

Product Name:

Version #:

Prepared and Confirmed by:

Title:                                                                   Date:

Signature:

Type of Deposit :

                        Initial Deposit

                        Update Deposit to replace current deposits

                        Other (please describe)

Items Deposited :

             Quantity Media Type                                     Description of Material

A)

B)

C)

                                                      (please copy page as necessary)

                                                                      - 67 -
                                             EXHIBIT C TO THE ESCROW AGREEMENT
                                            ESCROW AGENT‘S STANDARD FEE SCHEDULE

Initialization fee (one time only)                                                                  $

Location where Deposit Materials shall be kept by Escrow Agent:
     _______________________________________________

      _______________________________________________

      _______________________________________________

      * Annual maintenance/storage fee                                                          $
         includes two Deposit Material updates
         includes one cubic foot of storage space

      Additional Services Available:

      Additional Updates                                                          $      /Product
        (above two per year)

      Additional Storage Space                                                $           /Cubic foot

      Payable by Licensee or Producer Only Upon Release Request:

      Due Only Upon Licensee‘s or Producer‘s
      Request for Release of Deposit Materials                           $ 100/Product per Licensee for
                                                                            initial 2 hrs. and $ 50/hour for each additional hour

[Escrow Agent] benefits its clients by offering extended services including: software testing & verification, media conversion, document
capture & retrieval, image processing, high-speed laser printing, data conversion, information software and IT consultancy.

                   Fees due in full, in US dollars, upon receipt of signed contract or deposit material, whichever comes first.
 Thereafter, fees shall be subject to their current pricing, provided that such prices shall not increase by more than 10% per year. The renewal
                                     date for this Agreement will occur on the anniversary of the first invoice.
                    If other currency acceptance is necessary, please contact your Account Manager to make arrangements.

                                                                     - 68 -
                                               EXHIBIT D TO THE ESCROW AGREEMENT
                                               ESCROW AGENT‘S VERIFICATION SERVICES

Verification prices vary greatly and are priced per project.

                                                               - 69 -
                EXHIBIT E TO THE ESCROW AGREEMENT
                       AUTHORIZED CONTACTS

AMEXCO:

TTG:

Escrow Agent:

                              - 70 -
                                Addendum A to Service Bureau Agreement dated July 24, 2000
By and Between TRX Technology Services, L.P. (formerly known as Travel Technologies Group, L.P.) and American Express Travel Related
                                                       Service Company, Inc.

                                              Effective Date of this Addendum: March 9, 2001

Exhibit A is amended with the addition of the following:

     As of the Effective Date of this Addendum, User will be charged      * sent by the EnCoRRe Service Bureau,        *    This pricing will
     be in addition to any other fees charged for the Services.

Acknowledgment

User acknowledges to have read the Service Bureau Agreement referenced above, understands and agrees to be bound by the Terms and
Conditions of said Agreement. TRX and User agree that these documents represent the complete and exclusive statement of agreement between
the parties and supersede all proposals or prior agreements, verbal or written, and any other communications between the parties relating to the
subject matter of these Agreements.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered in this Agreement as of
the date written above.

Travel Technologies Group, L.P.                                             American Express Travel Related Service Company, Inc.

Signed:       /s/ Steve Reynolds                                  Signed:  /s/ Michael Laughlin
Name:         Steve Reynolds                                      Name:    Michael Laughlin
Title:        General Manager and EVP                             Title:   VP, Corporate Travel Solutions
                                              * CONFIDENTIAL TREATMENT REQUESTED
                                                          Amendment #1 to
                                                      Service Bureau Agreement
                                                               between
                                                    TRX Technology Services, L.P.
                                                 f/k/a Travel Technology Group, L.P.
                                                                 and
                                        American Express Travel Related Service Company, Inc.

     This Amendment (―Amendment‖) is between TRX Technology Services, L.P. a Georgia limited partnership formerly known as Travel
Technology Group, L.P. (―TRX‖) and American Express Travel Related Service Company, Inc. a New York corporation (―User‖). TRX and
User have previously entered into a Service Bureau Agreement dated July 24, 2000 and Addendum, dated March 9, 2001 (collectively, the
―Agreement‖), which is incorporated herein by reference. The parties desire to amend and revise the Agreement solely as set forth in this
Amendment. Unless otherwise set forth in this Amendment, the terms defined within the Agreement and its Exhibits, Schedules, and
Attachments shall also apply to this Amendment.

                                                              WITNESSETH

     WHEREAS, TRX owns and operates a service bureau service called EnCoRRe; and

      WHEREAS, User and TRX have created a private label version of EnCoRRe with a reduced set of features customized specifically for
User for use in its United States operation (―AE Lite ‖); and
                                                   SM




     WHEREAS, User will encourage its international operational units to use either EnCoRRe or AE Lite; and

     WHEREAS, TRX will provide mid-office processing with EnCoRRe or AE Lite; and

     WHEREAS, the parties have agreed to amend the pricing terms for EnCoRRe and set the pricing terms for AE Lite:

     NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1.   Definitions . Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

     1.1. ―AE Lite‖ means the service bureau service customized expressly for User and described in Schedule A to this Addendum.
     1.2. ―Intellectual Property Rights‖ means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral
     rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

     1.3. ― User Marks ‖ means all trademarks, service marks, logos and other distinctive brand features of User including, without limitation,
     the trademarks, service marks and logos described in Schedule B .

2.   Grant of Rights.

     2.1 Grant of Rights by TRX . TRX hereby grants to User the right to use AE Lite under the terms and conditions of Section 2 of the
     Agreement.

     2.2 Grant of Rights by User . Subject to the terms and conditions of this Amendment and the Agreement, User hereby grants to TRX a
     limited, nonexclusive, non-transferable, worldwide, royalty-free license to use, reproduce, display, and transmit the User Marks, as
     provided by User, solely within AE Lite for use by User. User reserves the right to revoke this license at any time by providing TRX with
     written notice.

3.   Ownership.

     3.1 By TRX . User acknowledges and agrees that nothing in this Amendment or the Agreement will confer in User any right of ownership
     in AE Lite. Any enhancement to the Software will be governed by Section 2.5 of the Service Bureau Agreement. No licenses are granted
     by either party except for those expressly set forth in this Agreement.

     3.2 By User . TRX acknowledges and agrees that nothing in this Amendment or the Agreement will confer in TRX any license or right of
     ownership in the User Brand Features.

     3.3 Survival. This Section 3 shall survive termination or expiration of this Amendment or the Agreement.

4.   Pricing and Payment.

     Deletion of Section 4.1 in Agreement. The parties acknowledge that Section 4.1 and Exhibit A of the Agreement are hereby deleted and
     replaced with the terms set forth in the new Section 4.1 below and Exhibit A attached to this Amendment. Except as specified herein, this
     Section 4 supplements Section 4 in the Agreement

     4.1 Pricing. The fees for the services provided pursuant to the Agreement and this Amendment are set forth on Exhibit A attached hereto.
     Except as set forth in Section 4.2. all payments shall be *
                                                * CONFIDENTIAL TREATMENT REQUESTED
       *

     4.2 Reconciling Payment. TRX shall reconcile each * Any overpayment by User shall be credited towards User‘s account and such
     credit shall be reflected on the following * after such obligation accrued. Any underpayment by User shall be included in the
     following * Payment method shall be via the * System.

     4.3. Payment Transition Plan. The parties acknowledge that prior to the signature date of this Agreement, User paid fees in arrears. The
     parties agree to the following transition plan to move User to prepayments:

           a) Notwithstanding anything to the contrary in Section 4.1, User shall begin prepayment of          * .

           b) Beginning with the invoice for August 2002, TRX shall invoice User for estimated fees according to the methodology described
     in Section 4.1. TRX shall invoice User for August 2002 transactions no later than the twentieth day of July 2002. User shall pay such fees
     no later than *

           c) User acknowledges that it shall make     *    for both    *

5.   Retroactive Effect. The parties agree that these terms shall be effective retroactive to April 1, 2002.

6.   Term of the Agreement . ―The parties agree that the Initial Term of the Agreement (as specified in Section 8.1 of the Agreement) shall be
     extended for one year to a six-year Initial Term, unless terminated as provided in the Agreement, and shall be renewable automatically
     for two consecutive one year periods (as set forth in the Agreement), unless User provides TRX with notice of its intention not to renew
     at least sixty (60) days prior to the conclusion of the Initial or any Renewal Term.

7.   User Obligations.

     7.1 Additional U.S. Accounts. User agrees that it shall use reasonable business efforts to migrate selected accounts to EnCoRRe or AE
     Lite no later than December 31, 2002, and that the pricing terms herein are partially in consideration of such migration.

                                              * CONFIDENTIAL TREATMENT REQUESTED
     7.2 Additional International Accounts. User agrees that it shall use reasonable business efforts to migrate User‘s additional operations to
     EnCoRRe or AE Lite within twenty-four (24) months of the signature date of this Amendment.

8.   Publicity and Marketing Activities.

     8.1 Use of User Marks. TRX shall have the right to use the User Marks only as shown in Schedule B for the purpose of presentations for
     potential clients in private meetings. This use is granted based on current relationship and business conditions and is subject to change at
     the sole discretion of User. TRX does not have the right to use User Marks on its sales collateral and client lists without User‘s prior
     written authorization from the AMEX Public Affairs department. Any such User-authorized use shall conform to User‘s trademark usage
     guidelines, if any, as such guidelines are presented in writing to TRX from time to time.

     8.2 Press Releases . TRX shall not use the user‘s name, logo, trademarks or service marks in any advertising, publicity releases, client
     listing or any other materials or in any other manner without the user‘s prior written approval from the user‘s Public Affairs department.
     Neither party shall issue a press release or make any public statement relating to the relationship set forth in this Amendment until such
     press release or public statement has been mutually agreed. Any press or media coverage in connection with this Amendment will be
     subject to the prior written approval of both parties consistent with Section 3.6 of the Agreement.

     8.3 Marketing Events. The parties agree that User may provide opportunities to participate in User customer events or forums and that
     TRX may, in its sole discretion, choose to participate in said User customer events and forums. User agrees to provide reasonable notice
     to TRX of any such events. Additionally, User may provide TRX with sponsorship opportunities for User events that it makes available
     to its other technology providers.

     8.4 Quarterly Meeting. The parties agree to meet quarterly to discuss User‘s technology needs and ways TRX can meet such needs. Such
     meeting shall be at a mutually agreed upon location, date, and time, and each party shall bear its own expenses for such meetings.

9.   Miscellaneous .

     9.1 Balance of Terms Unchanged . Except as expressly set forth in this Amendment, the terms and conditions of the Agreement shall
     continue in full force and effect. This Amendment shall be effective as of the 1st day of April 2002 (―Amendment Effective Date‖).

     9.2 Entire Agreement. The Agreement, along with this Amendment, including the Exhibits and Schedules attached hereto, represents the
     entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all previous
     discussions and communications. Any subsequent amendments and/or additions hereto are effective only if in writing and signed by both
     parties.
     9.3 Precedence . In the event of a conflict between the Agreement and this Amendment, this Amendment shall control and govern.

     9.4 Audits. TRX agrees that, during the term hereof, it will not perform ―audits‖ of American Express on behalf of any third party. TRX‘s
     failure to comply with the terms of this Section shall be deemed a material breach of the Agreement and American Express shall be
     entitled to exercise its rights under Section 8.2 of the Agreement. In the event American Express engages TRX directly for the provision
     of audit services, the results of such audit shall be considered Confidential Information as such term is defined in Section 3.4 of the
     Agreement. For purposes of this Section 9.4, ―audit‖ shall mean analysis of third party corporate entities‘ travel-related contracts with
     American Express for the purpose of determining whether incentives and discounts offered by American Express to its corporate clients
     have been properly administered

IN WITNESS WHEREOF, TRX and User have caused this Amendment and its Schedules and Exhibits to be executed as of the Effective Date
by their duly authorized representatives, and each represents and warrants that it is legally free to enter this Agreement.

TRX T ECHNOLOGY S ERVICES , L.P.                                          A MERICAN E XPRESS T RAVEL R ELATED S ERVICE C OMPANY
                                                                          , I NC .

BY:      /s/ Steve Reynolds                                               BY:      /s/ Jim Micena
N AME    Steve Reynolds                                                   N AME
  :                                                                         :      Jim Micena
T ITLE   GM                                                               T ITLE
  :                                                                         :      Manager, Global Procurement
D ATE    7/15/02                                                          D ATE
  :                                                                         :      6/27/02
                                                                          SCHEDULE A
                                                                      PRODUCT DESCRIPTION

EnCoRRe Service Offering

     •    Res Editor   SM
                            quality control routines

     •    Seat Search   SM




     •    Low Fare Search          SM




     •    Waitlist Clearance            ™




     •    Frequent Flyer Upgrade             SM




     •    Auto-Ticketing Routines

     •    PowerCoRRe         SM
                                  Routines

     •    Web Reporting

AE Lite Service Offering

     •    A finite set of Res Editor          SM
                                                   quality control routines

     •    Limited masking for capturing for MIS fields from PNR‘s

     •    Seat Search   SM




     •    Low Fare Search          SM




     •    Waitlist CIearance            SM




     •    Web Reporting
SCHEDULE B
USER MARKS
                                                                 EXHIBIT A
                                                               PRICING TERMS

EnCoRRe Pricing
Average Unique Record
Locator Numbers *                                                                                         Price per Unique Record Locator Number*

  *                                                                                                   $                                         *
  *                                                                                                   $                                         *
  *                                                                                                   $                                         *
  *                                                                                                   $                                         *

* Usage and support fee will be reduced to        *   per unique record locator number after User has processed    *     unique record locator
  numbers.

All requests for additional Power CoRRe routines will be billed at    *

AE Lite Pricing

      One-Time Implementation Fee             *
Average Unique Record
Locator Numbers *                                                                                         Price per Unique Record Locator Number*

  *                                                                                                   $                                         *
  *                                                                                                   $                                         *
  *                                                                                                   $                                         *
  *                                                                                                   $                                         *
  *                                                                                                   $                                         *

* TRX will use existing American Express GDS lines and Terminal Addresses for servicing this product and pricing does not include
  Auto-Ticketing or any Power CoRRe routines except for those routines that were developed to establish the AE Lite product offering.
                                         SM                                                                                 SM


  All requests for additional routines will be billed at *

                                                  * CONFIDENTIAL TREATMENT REQUESTED
                                                          Amendment #2 to
                                                      Service Bureau Agreement
                                                               between
                                                    TRX Technology Services, L.P.
                                                 f/k/a Travel Technology Group, L.P.
                                                                 and
                                        American Express Travel Related Service Company, Inc.

This Amendment (―Amendment‖) is between TRX Technology Services, L.P., a Georgia limited partnership formerly known as Travel
Technology Group, L.P., (―TRX‖) and American Express Travel Related Service Company, Inc., a New York corporation (―User‖). TRX and
User have previously entered into a Service Bureau Agreement dated July 24, 2000 and Addendum, dated March 9, 2001 (collectively, the
―Agreement‖), which is incorporated herein by reference. The parties desire to amend and revise the Agreement solely as set forth in this
Amendment. Unless otherwise set forth in this Amendment, the terms defined within the Agreement and its Exhibits, Schedules, and
Attachments shall also apply to this Amendment.

                                                            WITNESSETH

WHEREAS, TRX and User have previously entered into a Service Bureau Agreement for User‘s use of TRX‘s EnCoRRe services (―Initial
Agreement‖);

WHEREAS, TRX and User have previously amended the Initial Agreement (―Amendment #1‖) to allow User‘s U.S. Operations to utilize a
customized version of EnCoRRe with a reduced set of features (―AE Lite‖);

WHEREAS, TRX and User wish to further amend the Initial Agreement to allow User‘s Interactive Unit to utilize a different customized
version of EnCoRRe with a reduced set of features mutually agreed upon by the parties (―AE Interactive‖);

WHEREAS, User also wishes to use SmartAlert, a value added EnCoRRe service that notifies travelers of pending ―non-refundable‖
purchases;

WHEREAS, User further wishes to use TRX‘s ResAssist (its successor product, RESX, and any and all successor products at such time as they
become available during the term of this Amendment) and offer such services to its customers as a distributor in User‘s sole discretion under
the terms of this Amendment and the Initial Agreement;

WHEREAS, the parties have agreed to set the pricing and other terms for User‘s use of AE Interactive, SmartAlert and ResAssist in this
Amendment;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

                                                                      1
1.    CONSTRUCTION OF AGREEMENT .

Except for Section 11 of this Amendment, in no way shall this Amendment revise or alter the terms of the Initial Agreement or Amendment #1.
For purposes of RESX and AE Interactive, this Amendment applies only to User‘s Interactive Unit.

2.    DEFINITIONS .

Any capitalized terms not defined herein shall have the meaning ascribed to them in the Initial Agreement.

2.1 ― AE Interactive ‖ - Means TRX‘s proprietary service bureau service customized expressly for User‘s Interactive operational units and
described in Exhibit B to this Amendment.

2.2 ― Interactive Unit ‖ - Means User‘s Interactive Operations unit currently headquartered at 15100 NW 67 Avenue, Miami Lakes, FL with
                                                                                                              th


additional offices at New York, New York; Montreal, Canada, Nice, France; Phoenix, AZ; Stockholm, Sweden; or any other location for such
operations that may hereinafter be utilized, including other wholly owned User Corporate Travel units selling and servicing interactive booking
and fulfillment including operations in Australia and Latin America.‖

2.3 ― RESX Services ‖ - Means the service that User shall offer its customers, in its sole discretion, whereby TRX provides access, use and
support of TRX‘s proprietary online booking service for User‘s customers over the Internet, as described in Exhibit H, Description of RESX
Services . RESX Services and ResAssist shall be used interchangeably in this Amendment.

2.4 ― Smart Alert ‖ - Means a nonrefundable ticket tracking and notification service that is available for use with EnCoRRe, AE Lite and AE
Interactive for an additional fee.

2.5 ― Custom Modifications ‖ - Means changes to RESX, AE Interactive, and Smart Alert (the ―Services‖), requested by User and agreed to by
TRX, that change existing functionality of the software to meet specific needs of User, for which User will be charged an additional fee or fees
that will be negotiated and mutually agreed to in writing. Ownership of all custom modifications and all proprietary rights related thereto shall
remain with TRX.

3.    GRANT OF RIGHTS .

3.1 Grant of Rights by TRX . TRX hereby grants to User the right to use the RESX Service, AE Interactive, and Smart Alert under the terms
and conditions of this Amendment on a worldwide basis. The grant of rights herein is limited solely to the Interactive Unit for the RESX
Service and AE Interactive. User shall not, in any event, authorize third parties to further distribute Smart Alert, RESX Services or AE
Interactive, provided however that travel agencies that have either signed a franchise or licensee agreement with User (―Representatives‖) or in
which User holds a minority interest (―Joint Venture Partners‖) may distribute and resell the RESX Service to their customers as such
Representatives or Joint Venture Partners designated solely in User‘s discretion, upon notice to TRX in accordance with this Amendment. User
shall designate such Representatives and Joint Venture Partners that may distribute and resell the AE Interactive and RESX Service under the
terms set forth herein and TRX shall not grant rights pursuant to this Amendment to any other Representative or Joint Venture Partner. For
designated Representatives and Joint Venture Partners, User agrees to provide service and support for the RESX Service, including performing
implementation, issue research and

                                                                        2
tracking, end user support and communication on product functionality in a manner similar to how User provides these services to its online
booking clients. User shall indemnify and hold harmless TRX from third party claims of a designated Representative or Joint Venture Partner
with respect to the RESX Service due to the negligence or misconduct; acts or omissions; breach of any of the obligations, representations and
warranties of User set forth herein; or breach of contract with an end user unless such claim is due to the negligence, misconduct, act, omission,
breach of any obligation, representation or warranty or breach of contract of TRX.

3.2 Grant of Rights by User . Subject to the terms and conditions of this Amendment and the Agreement, User hereby grants to TRX a limited,
non-exclusive, non-transferable, worldwide, royalty- free license to use, reproduce, display, and transmit the User Marks (as defined in Section
1.3 of Amendment #1 to the Initial Agreement), as provided by User, solely within AE Interactive, the RESX Services and Smart Alert for use
by User as specified and approved by User. User reserves the right to revoke this license at any time by providing TRX with written notice.

3.3 No Exclusivity . It is expressly understood and agreed that this Amendment does not grant either party an exclusive privilege to provide or
receive the services and products or comparable products and services, as the case may be, provided by TRX hereunder. User may contract
with other suppliers for the procurement of comparable products or services, and TRX may contract with other distributors for the distribution
of its products and services.

4.    OWNERSHIP .

4.1 By TRX . User acknowledges and agrees that nothing in this Amendment or the Agreement will confer in User any right of ownership in
RESX, Smart Alert, or AE Interactive. No licenses are granted by either party except for those expressly set forth in this Amendment. TRX
further agrees that the processes and services within User‘s Interactive Unit fulfillment centers and operations are highly confidential and
proprietary to User, and under no circumstances will information on these processes or operations be shared outside of TRX, and within TRX
they will be shared only on a ―need to know‖ basis in order to provide the services under this Amendment. TRX further agrees that the business
requirements given to TRX to customize AE Interactive for use by User, as well as the configuration settings and programming performed by
TRX to customize AE Interactive for use within User‘s Interactive Unit fulfillment centers, will b e highly confidential and proprietary to User
and will not be shared outside of TRX and only within TRX on a ―need-to-know‖ basis to provide services under this Amendment.

4.2 By User . TRX acknowledges and agrees that nothing in this Amendment or the Agreement will confer in TRX any license or right of
ownership in the User Marks.

5.    SUPPORT SERVICES PROVIDED .

5.1 During the term of this Amendment, and in addition to the attached Service Level Agreement in Exhibit A , TRX will provide the following
maintenance and support services for AE Interactive and the RESX Service (the ―Services‖) to User:

      (a)   Electronic Support . TRX will provide reasonable consultation and support to User‘s Operational Representatives via the Internet
            in response to inquiries from User regarding the operation of the Services, including both technical and User

                                                                        3
           issues, and consultation regarding how to use the Services to meet particular needs.

     (b)   Telephone Support . TRX will provide support by telephone in response to Severity Level I or Severity Level 2 Errors for the
           RESX Services, as defined in Exhibit A .

     (c)   New Releases . TRX will provide to User, * , use of such Enhancements and Upgrade Releases to AE Interactive which are
           generally made available at no charge too there service bureau users, together with the relevant documentation. TRX reserves the
           right to charge an additional fee for any Custom Modifications to AE Interactive. All Software and Software Releases made
           available to User under this Amendment shall be subject to the terms and restrictions set forth in the Agreement.

     (d)   Error Correction . In the event User encounters an error, bug or malfunction in the Services, User shall promptly provide written
           notice to TRX, describing the problem and indicating the severity of same. TRX shall verify the cause of the problem, and if the
           error is due to any act or omission of TRX, TRX‘s sole obligation shall be to use its commercially reasonable efforts to correct the
           reported problem. Further, TRX agrees that it shall make all high priority errors known to User in a reasonable timeframe after
           TRX becomes aware of such error. TRX MAKES NO REPRESENTATION OR WARRANTY THAT ALL BUGS, ERRORS OR
           MALFUNCTIONS CAN BE CORRECTED, NOR THAT THE SERVICES WILL OPERATE ERROR FREE.

     (e)   On-Site Support . If, at User‘s request, the maintenance and/or support requires a visit to the User‘s facilities, User shall bear all of
           TRX‘s out-of-pocket expenses for travel, lodging, meals and similar costs, in addition to the on-site visit fee as set forth on Exhibit
           B-2 hereto.

6.    PRICING AND PAYMENT .

6.1 Pricing . The fees for the Services provided pursuant to this Amendment are set forth on Exhibit B hereto. TRX will invoice User for all
amounts due. TRX shall utilize the * to facilitate invoicing and payment.

6.2 Paymen t . All transaction fee payments shall be paid no later than * in immediately available U.S. Dollars without withholding,
deduction or offset. User shall * The estimate shall be * For example, * TRX shall invoice * including as well any
reconciliations for overpayments or underpayments as calculated according to Section 6.3 . Such * is not contingent upon User‘s
collection efforts from its customers. User shall pay interest on all amounts not paid when due at the rate of * or the highest lawful rate, if
less. Any credit due User shall be reconciled against * after such credit obligation accrued. If User in good faith disputes the amount of
any invoice, User shall have ten (10) days from the receipt of said invoice to provide

                                                                         4

                                               * CONFIDENTIAL TREATMENT REQUESTED
TRX with a written ―Dispute Notice‖, detailing the amount and nature of any dispute regarding such invoice. If User tenders a Dispute Notice,
User shall not be relieved of its obligation to pay any undisputed amounts as required under this Amendment. After TRX has received the
Dispute Notice, both parties shall work in good faith to diligently come to terms regarding the disputed amount. If no resolution is reached
within seven (7) days of TRX‘s receipt of a Dispute Notice, TRX shall, in its sole discretion, continue negotiations or submit the matter to
binding arbitration in accordance with the Initial Agreement.

6.3 Reconciling Payment. TRX shall reconcile each * against actual transaction costs for * . Any overpayment by User shall be
credited towards User‘s account and such credit shall be reflected on the following * after such obligation accrued. Any underpayment by
User shall be included as a debit in the following * . Payment method shall be via *

7.    TERM OF THIS AMENDMENT .

7.1 The initial term (―Initial Term‖) of this Amendment shall be three (3) years from the Effective Date of this Amendment. This Amendment
shall automatically renew for successive one (1) year terms unless either party provides the other with written notice of cancellation of this
Amendment at least one hundred eighty (180) days prior to the expiration of the then-current term.

7.2 TRX may provide written notice of its intention to increase fees in any term after the Initial Term. TRX will work in good faith to provide
such notice including all details of the new pricing at least three hundred and sixty five (365) days prior to expiration of the then current term.
If the proposed new fees are unacceptable to User, User must provide written notice of termination at least one hundred eighty (180) days prior
to the expiration of the then current term.

8.    USER OBLIGATIONS .

8.1 User shall designate one (1) User representative to serve on the TRX RESX Advisory Group. The named individual will actively participate
in meetings, as reasonably scheduled and assist TRX in establishing standards for the use of the service (the initial RESX Advisory
Representative being named on Exhibit C ).

8.2 User shall designate three (3) Operational Representatives (the initial Operational Representatives being named on Exhibit C ) who will be
the contact persons through which all support and/or problem communications will be made. User‘s Operational Representatives will train and
support User‘s clients. User may, from time to time, change or add Operational Representatives, which change shall be effective only upon
TRX‘s receipt of written notice thereof. User shall ensure that any appointed Operational Representative has successfully completed the TRX
certification program.

9.    PRESS RELEASES .

Except as provided in Section 3.2 and Section 10.16 of this Amendment and Section 8.1 of Amendment #1 , TRX shall not use User Marks in
any advertising, publicity releases, client listing or any other materials or in any other manner without the User‘s prior written approval from
the User‘s Public Affairs department. Neither party shall issue a press release or make any

                                                                         5

                                               * CONFIDENTIAL TREATMENT REQUESTED
public statement relating to the relationship set forth in this Amendment until such press release or public statement has been mutually agreed.
Any press or media coverage in connection with this Amendment will be subject to the prior written approval of both parties consistent with
Section 3.6 of the Initial Agreement.

10.   RESX .

10.1 Appointment . TRX hereby appoints User, for the Initial Term and any subsequent terms thereof of this Amendment, as a non-exclusive
distributor of ResAssist, subject to all of the terms and conditions of this Amendment and the Initial Agreement, where applicable. TRX grants
to User the right to directly promote, market, and resell the RESX Services (as such RESX Services are described in Exhibit H ) to its
customers subject to the terms herein. User shall have its customer execute an agreement no less restrictive or less protective of TRX than the
minimum terms and conditions specified in Exhibit D .

10.2 Branding . User shall have the right to display the RESX Services using User‘strademarks and other branding characteristics (including
but not limited to the URL and domain name, tool bars, desktop icons, shortcuts and help screens), as determined by User. The RESX Services
must include the ―Powered by RESX‖ logo (to be provided by TRX to User) on the customer login screen in size and dimension mutually
agreed to by both parties. All other references to TRX and RESX Service will be removed from the RESX Service sites.

10.3 Upgrades and Enhancements . All upgrades and enhancements (―Upgrades and Enhancements‖) to the RESX Service that are made
generally available will be made available to User at a date no later than they become available to TRX clients or other clients or other
distributors and at pricing, terms and conditions that shall be no less favorable than those offered to other TRX distributors. User will have full
access to use and distribute all features and services of the RESX Service, as such use is determined by User in its sole discretion. TRX
reserves the right to charge an additional fee for any Custom Modifications.

10.4 Promotion . TRX agrees not to sell an end-to-end travel solution that includes Customer Care directly to clients with whom User has a
then-current contractual relationship for travel services. For purposes of this Amendment, ―Customer Care‖ shall mean the provision of
assistance to travelers via telephone or other electronic means such as e-mail or online chat or any other means.

10.5 Functionality and GPS . TRX shall make commercially reasonable efforts to make available the same features and highly comparable
functionality on RESX to User on each User reservation system including: SABRE, Apollo, Worldspan, Galileo, and in v3.0 of
RESX,Amadeus, and any other reservation systems that TRX may offer to its clients and distributors for the Initial Term and any subsequent
terms of this Amendment.

10.6 Restrictions . TRX reserves the right, in its sole discretion and with no less than thirty(30) days prior written notice to User, to modify,
discontinue, add, adapt, or otherwise change any design or specification of the RESX Service or TRX‘s policies, procedures, and requirements
specified in or related hereto; provided, however, User shall have the right to provide any comments and requests to TRX that TRX continue to
provide to User such portions of the RESX Service, at User‘s sole discretion, to the extent that such portions of the RESX Service are deemed
valuable to User. Further, TRX and User acknowledge and agree to discuss TRX continuing to provide such portions of the RESX Service and
if requested by User TRX

                                                                         6
agrees to provide a good faith estimate to User the cost for continuing to provide such portions of the RESX Service exclusively for User at
User‘s own expense.

10.7 Service Level Agreement . In addition to the requirements set forth in this Amendment,TRX agrees that its performance will meet or
exceed each of the applicable terms of the Service Level Agreement (―SLA‖) set forth in Exhibit A , as the same may be modified from time to
time, subject to the limitations and in accordance with the provisions set forth in this Amendment.

10.8 Training & Support .

     (a)   Sales and Marketing Training . TRX agrees to provide in-depth sales training and support, to a reasonable number of User
           personnel on no less than an annual basis as agreed by the parties. Such training shall include the provision of functional
           documentation. It is the intent of both parties that User would be fully capable of independently selling, installing and providing
           customer service for the RESX Service (except for the obligations allocated to TRX under this Amendment).TRX will make its
           marketing and sales support personnel available to support User in joint sales calls, as User may reasonably request.

     (b)   Administrator and Technical Support Training . Upon execution of this Amendment, in addition to the Sales and Marketing
           training specified in Section 10.8(a ) of this Amendment, User personnel shall be required to attend Administrator and Technical
           Support Training so that it may provide first level technical support to its customers. The training shall be conducted at the TRX
           facility and shall be provided at no additional charge for up to twenty (20) qualified User personnel per year. User shall be
           responsible for all travel and related expenses associated with its participation in such training.

     (c)   Administrator and Technical Support Certification . After completion of Administrator Technical Support Training, each attendee
           at such training shall be required to take and pass an Administrator and Technical Support Training certification test which shall be
           no more stringent to User personnel than that required of TRX personnel who perform the same or similar services. Such passage
           shall be required before User may use the RESX Services to set up‗customer sites‘ for its customers

     (d)   Annual Recertification . Annually, after initial certification, at no additional cost to User (except for User‘s expenses in attending
           such training), User‘s personnel shall be required to attend additional administrator and technical support training and pass a
           recertification test. Failure to attend such training and pass such recertification test shall result in such User personnel‘s inability to
           access the RESX Services for purposes of setting up customer sites and supporting its customers. In the event any individual User
           personnel fails to pass the recertification test, TRX agrees to re-administer the test after such personnel complete any additional
           training requirements requested by TRX. Any and all expense associated with such re-training and re-administration of tests shall
           be borne by User.

     (e)   Implementation Certification . After completion of the Administrator and Technical Support Training and Certification, User‘s
           personnel designated by

                                                                          7
            User who have completed such training and certification, shall participate in two (2) implementation projects. The criteria for
            receiving Implementation Certification shall be provided by TRX in writing.

10.9 Rules of Engagement for Customers . User will be the point of contact for sales efforts to existing and prospective business travel service
customers of User regarding the RESX Services.

10.10 Testing and Test Sites . TRX further agrees to provide User with additional RESX Service sites as mutually agreed by the parties but in
no case less than five (5) sites with one on each GDS for the purposes of sales demonstrations, configuration testing, performance monitoring
and product testing. TRX reserves the right to restrict User‘s testing if such testing, in TRX‘s sole and reasonable discretion, adversely impacts
performance of the RESX Services generally in which case TRX will provide performance measurements that document the adverse impact to
User and work in good faith to enable User to monitor TRX sites in ways that do not adversely impact the system. TRX also reserves the right
to charge additional fees for GDS hits created or CPU/bandwidth usage as part of User‘s testing of the system.

10.11 Clearances and Fees for Features . To the extent that fees are required to be paid to third parties, with the exception of GDS fees, for the
permissible use of any functionality, feature or aspect of the Sites obtained by TRX from third parties (other than Customers), TRX shall
promptly secure such rights and pay all necessary clearance fees without additional charge to User.

10.12 Reporting . TRX will provide User with a monthly report in a mutually agreed upon electronic format containing the following
information about each and every Passenger Named Record (―PNR‖) created by User and User‘s customers within the RESX service:

User ID
Planner ID
User name
Planner name
Corporate ID
PNR record locator
Traveler‘s first and last name
PNR‘s created

In addition, TRX agrees to use commercially reasonable efforts to add to the information available in the monthly report to also include the
booking date, the dates of travel, and whether the PNR included an air, car or hotel segment or any combination of the three. TRX will also
provide a standard library of reports that are available to all RESX distributors. Upon request and for an additional fee TRX will create Custom
Modifications to reports for User at the standard rates for custom programming found in Exhibit B-2 .

10.13 Bug Fixes . All bug fixes shall be handled according to the terms of Section 5.1(d) of this Amendment and the SLA in Exhibit A .

10.14 Transition Services After Expiration or Termination . In connection with the termination of this Amendment for any reason except for
User‘s failure to pay in which case TRX shall have no obligations under this Section 10.13 , TRX shall provide to User such termination
assistance as User may reasonably request in order to provide an orderly transition from TRX to another supplier (―Transition Services‖),
including but not limited, to a redirect of User‘s customer‘s

                                                                         8
URLs. TRX shall be reasonably compensated for its efforts in the transition of clients or client data to another vendor. User shall pay TRX its
standard hourly rate specified in Exhibit B-2 for such termination assistance. User shall pay for all products and services provided by TRX
pursuant to this Section, provided that if termination was by reason of a payment default by User, TRX shall not be obligated to provide such
termination assistance. Such assistance shall be provided for up to * and shall begin on the expiration or termination date of the
Amendment as specified in Section 7.1 of this Amendment. In the event of expiration or termination of this Amendment due to a breach by
TRX, TRX shall provide Termination Services to User as detailed above * Except in the event of application of Section 10.18(b) , TRX
agrees not to directly solicit User‘s clients for online booking services during the period of Transition Services, unless expressly authorized by
User or User‘s clients in writing.

10.15 Development Input . TRX agrees to meet frequently and regularly as part of the RESX Advisory Board and as reasonably requested by
User to review status on product issues/bugs and to discuss the development and prioritization of new product features and enhancements. TRX
agrees to take input and prioritization from User on the development of new features and give it as much if not more weight and prioritization
as that of TRX‘s other clients and distributors.

10.16 Information Protection Requirements . TRX agrees to comply with the requirements of Exhibit E of this Amendment. In the event that
the terms of the Exhibit E of this Amendment conflict with any other terms of this Amendment, the terms of the Exhibit E of this Amendment
shall prevail.

10.17 Press Releases . Neither party may issue press releases or publicity identifying the other using the other‘s trademarks without the prior
written approval of the other party.

10.18 Effect of Termination:

      (a)   Termination of Amendment . Upon termination of this Amendment: (1) User shall immediately cease marketing and use of the
            RESX Services, in any manner whatsoever except to support existing customers during the Transition Period as specified in
            Section 10.14 of this Amendment, and return all copies of documentation, marketing and other related materials to TRX; (2) all
            rights and licenses granted to User hereunder solely for the servicing and support of User‘s customers (as of the effective date of
            termination) shall continue; (3) TRX shall terminate User‘s access to the RESX Services for new customers; (4) all rights and
            licenses for User‘s use of AE Interactive shall immediately cease; (5) all payments for AE Interactive shall be immediately due and
            payable; (6) all payments for RESX Services owed TRX shall continue to be due and payable according to the terms of this
            Amendment; (7) TRX shall cease all use of Users‘ Marks as specified in Section 3.2 of this Amendment; and (8) TRX shall destroy
            all User customer data or return such data to User as requested by User in writing; provided, however, TRX may retain such User
            customer data solely for the purpose of supporting Users‘ customers‘ sites and for providing Transition Services to User.
            Notwithstanding anything to the contrary contained in this Amendment, Section 8.2 of the Initial Agreement shall apply for
            purposes of this Amendment.

      (b)   Failure to Support Current Customers . Upon termination hereof, and solely in the event User fails to support its customers or pay
            fees as required by this

                                                                         9

                                               * CONFIDENTIAL TREATMENT REQUESTED
           Amendment, TRX shall continue to process User‘s customer‘s transactions for a reasonable time (not to exceed thirty (30) days), or
           until such time as the customer: (1) enters into a User contract with a third party; (2) contracts directly with TRX for the provision
           of RESX Services; or (3) provides written notice to TRX of its desire to no longer utilize the RESX Services.

     (c)   Survival . Provisions hereof which by their context and content are intended to survive termination hereof shall so survive,
           including Sections 4, 6, 10.16, 10.17 and 11.8 , of this Amendment and Sections 3, 5, 6 and 7 of the Initial Agreement and as
           amended in this Amendment.

10.19 Customer Attrition . TRX agrees that at the written request of User it will assume the service and support for any RESX Service site
should the client leave User for any reason and such customer shall be handled according to the terms of Section 10.18(b) .

10.20 Software Escrow . At User‘s written request and expense, TRX agrees to enter into an escrow agreement with the escrow agent of
TRX‘s choice.

     (a)   If the parties under this Amendment agree in writing to put the source code upon which the RESX Services (―Source Code‖) are
           based and the documentation related thereto for the Source Code into escrow (―Escrow Deposit‖), TRX shall add User as a
           beneficiary to an escrow agreement (the ―Escrow Agreement‖) within thirty (30) days of the execution of this Amendment.

     (b)   User shall be entitled to receive, and the Escrow Agreement shall provide for User to receive, a copy of the Escrow Deposit in the
           event any one of the following release conditions occur:

           (i)    if TRX has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which TRX is the named
                  debtor, an assignment by TRX, or any other proceeding involving insolvency or the protection of, or from creditors, and
                  same has not been discharged or terminated without any prejudice to User‘s rights or interests under this Amendment within
                  sixty (60) days; or

           (ii)   if TRX (or a successor entity or authorized third-party) has ceased its ongoing business operations, or licensing of the RESX
                  Services or any successor services thereto.

     (c)   If TRX corrects any defects in, or provides any revisions, updates, modifications, enhancements, corrections or new releases to the
           RESX Services under this Amendment TRX shall within thirty (30) days of such release amend the Escrow Deposit and furnish the
           escrow agent with a corrected or revised copy of the Escrow Deposit.

     (d)   Upon release of the Escrow Deposit, User will have a license to use the Escrow Deposit solely for the purpose of maintaining the
           Escrow Deposit. No ownership or other intellectual property right in the Source Code or Escrow Deposit is conveyed to User. The
           Escrow Deposit is provided to User for the sole and limited purpose of maintenance of the RESX Services in User‘s business and
           all other rights, licenses, and obligations set forth herein shall continue in full force and effect. User acknowledges and agrees that
           it shall only use the Escrow

                                                                       10
            Deposit for this limited purpose. User further acknowledges that, other than expressly set forth in this Amendment, it has received
            no distribution rights whatsoever, by implication or otherwise, in the Escrow Deposit by execution of this Amendment or receipt of
            the Escrow Deposit.

      (e)   User shall be entitled to verify that all Escrow Deposit required to be placed into escrow have been placed into escrow in
            accordance with this Amendment.

10.21 Acceptance by User. For purposes of this Amendment, the following language for ―Acceptance‖ relates to the RESX Services only and
does not supercede the acceptance language contained in Sections 2.8 and 2.9 of the Initial Agreement: User shall conduct acceptance testing of
the RESX Services as set up by TRX for User. After the parties have completed the modifications to private label the RESX Services (but in no
event later than sixty (60) days after the Effective Date of this Amendment), the acceptance test shall be conducted, to demonstrate that the
RESX Services perform in accordance with TRX specifications (specifically including the TRX specifications for functionality allowing
trained and certified User personnel to install the RESX Service site without TRX assistance) and User specifications as set forth in Section
10.2 and Exhibit E of this Amendment. Such testing shall continue for a maximum of thirty (30) days. Upon completion of the testing, User
shall notify TRX in writing of its acceptance. If the REX Services do not pass the acceptance test, User shall notify TFX, specifying in
reasonable detail in what respects the RESX Services have failed to perform. TRX shall work in good faith to correct any deficiencies disclosed
by the acceptance test. User shall then repeat the test for an additional thirty (30) days. If the RESX Services fails to pass the second acceptance
test, User shall have the option of: (1) immediately terminating the portions of this Amendment that relate to the User‘s ability to distribute the
RESX Services without penalty, except for the payment of transaction or other fees as detailed in this Amendment, or (2) continuing the
acceptance test for a final thirty (30) day period; provided, however, that User‘s termination option shall remain available to User during any
such continuation.

10.22 Portal Integration. TRX agrees to work to make RESX functional and compatible with User‘s proprietary portal that will be distributed to
User‘s corporate travel clients. This functionality will include the ability to:

      (a)     *

      (b)     *

      (c)     *

      (d)     *

      (e)     *
                                                                        11

                                               * CONFIDENTIAL TREATMENT REQUESTED
      (f)     *

User and TRX agree to work together and use commercially reasonable efforts to create detailed engineering specifications for the above listed
functionality within ninety (90) days of the Effective Date of this Amendment. Within two (2) weeks of the completion of the detailed
engineering specifications, TRX agrees to provide an estimate, in good faith, of timelines to develop the above-listed functionality, which
timelines will then be mutually discussed and agreed upon, with TRX giving the development high priority on its development schedule. TRX
agrees to use commercially reasonable efforts to complete the functionality within those mutually agreed timelines.

10.23 Third Party Content . TRX agrees that RESX as distributed by User will not contain links to any Internet Web sites or third-party content
that contains advertising or promotional material for any goods and services other than User‘s, except as specifically approved by User in
writing.

10.24 PRDS Integration . TRX agrees to enable a regular feed from User‘s Preferred Rate Database Service (PRDS) into RESX for the purpose
of loading and updating information on client‘s negotiated rates for individual hotel properties.

10.25 Service Fees by Vendor . TRX agrees to enable RESX to display and total additional service fees that User may wish to charge for any
particular air, car or hotel vendor as configured and designated by User across any and all User client sites. User and TRX agree to work
together and use commercially reasonable efforts to create detailed engineering specifications for the above listed functionality
within * of the Effective Date of this Amendment. Within * of the completion of the detailed engineering specifications, TRX
agrees to provide an estimate, in good faith, of timelines to develop the above-listed functionality, which timelines will then be mutually
discussed and agreed upon, with TRX giving the development high priority on its development schedule. TRX agrees to use commercially
reasonable efforts to complete the functionality within those mutually agreed timelines.

10.26 Preferred Supplier Uploads . TRX agrees to develop the ability to regularly upload databases of preferred supplier information in
mutually agreed upon format into RESX so that User and User‘s clients‘ preferred suppliers will be highlighted and can be modified
automatically by a database upload to the RESX system. User and TRX agree to work together and use commercially reasonable efforts to
create detailed engineering specifications for the above listed functionality within * of the Effective Date of this Amendment.
Within * of the completion of the detailed engineering specifications, TRX agrees to provide an estimate, in good faith, of timelines to
develop the above-listed functionality, which timelines will then be mutually discussed and agreed upon, with TRX giving the development
high priority on its development schedule. TRX agrees to use commercially reasonable efforts to complete the functionality within those
mutually agreed timelines.

10.27 Mandatory Password Length . TRX agrees to enable RESX to require that passwords have a * that are a mix of numbers and letters
in order to allow end users into the system, and to have this be configurable as designated by User across any and all User client sites. User and
TRX agree to work together and use commercially reasonable efforts to create detailed engineering specifications for the above listed
functionality within * of the Effective Date of this Amendment. Within * of the completion of the
                                                                        12

                                               * CONFIDENTIAL TREATMENT REQUESTED
detailed engineering specifications, TRX agrees to provide an estimate in good faith of timelines to develop the above-listed functionality,
which timelines will then be mutually discussed and agreed upon, with TRX giving the development high priority on its development schedule.
TRX agrees to use commercially reasonable efforts to complete the functionality within those mutually agreed timelines.

11.   MISCELLANEOUS .

11.1 Amendment to Exhibit B of Amendment #1 shall be deleted in its entirety and replaced with Exhibit B-l attached hereto and incorporated
herein.

11.2 . Balance of Terms Unchanged . Except as expressly set forth in this Amendment, the terms and conditions of the Agreement shall
continue in full force and effect. This Amendment shall be effective as of the 6 day of June 2003 (―Effective Date‖).

11.3 Entire Agreement . The Agreement, along with this Amendment, all previous amendments and addenda, including all Exhibits and
Schedules attached hereto and thereto represent the entire understanding and agreement between the parties with respect to the subject matter
hereof, and supersedes any and all previous discussions and communications regarding such subject matter. Any subsequent amendments
and/or additions hereto are effective only if in writing and signed by both parties.

11.4 Precedence . With respect to the subject matter of this Amendment only, in the event of a conflict between the Agreement and this
Amendment, this Amendment shall control and govern.

11.5 For purposes of this Amendment, Section 6.2 of the Initial Agreement shall be amended to include the word ―AND‖ at the very beginning
of the fourth line so that it reads as follows:

      ―6.2 BOTH PARTIES AGREE THAT USER‘S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT
      LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL BE LIMITED TO
      ACTUAL DAMAGES AND SHALL NOT, EXCEPT IN THE CASE OF A BREACH BY USER OF ITS OBLIGATIONS UNDER
      SECTIONS 3.2 , 3.3 , 3.4 OR 3.5 HEREOF, EXCEED THE AMOUNTS P AID B Y U SER DURING THE TERM HEREOF, AND
      SHALL NOT INCLUDE CONSEQUENTIAL, INCIDENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND,
      INCLUDING LOSS OF PROFITS, EVEN IF USER HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURENCE OF
      SUCH DAMAGES.‖

11.6 Export. In the event that any of the deliverables (or any component thereof) contains encryption, TRX shall provide the information set
forth in Exhibit G of this Amendment.

TRX represents that it has complied with, and will continue to comply with, all applicable laws, rules and regulations of the United States or
any foreign countries with respect to the exportation or importation of the deliverables, any modifications, enhancements or updates thereto,
and any technical data derived therefrom, outside of the United States or into the United States or into another country, including, but not
limited to obtaining any necessary consents and requesting or filing any documents with the U.S. respective regulatory agency (―USGOV‖).

Unless the parties otherwise agree in writing, TRX shall have the responsibility under this Amendment to obtain approvals, consents, licenses,
and/or permits required for any export or import of the deliverables, including, but not limited to making the appropriate filings with the

                                                                       13
USGOV, and shall be solely responsible for all costs associated therewith. Each party will reasonably cooperate with the other in making the
appropriate filings with USGOV and any applicable foreign authority and will provide any information, certificates or documents as are
reasonably requested.

11.7 Equity Issuance . TRX (for purposes of this Section 11.7 shall be referred to as ―Issuer‖) and User are parties to a Warrant Agreement,
dated July 24, 2000, in place, and such Warrant Agreement is in full force and effect. In addition, Issuer and User agree to evaluate, for a period
of ninety (90) days from the date hereof, a new direct equity relationship whereby User would acquire up to five percent (5%) of the equity of
Issuer (on a fully diluted basis) in shares of preferred stock of Issuer on terms that are mutually agreeable to Issuer and User. If Issuer and User
are unable to come to mutually agreeable terms for a new direct equity relationship within the ninety (90) day period specified herein, User
may submit a proposal regarding a new warrant relationship for Issuer‘s review. To the extent User submits such a proposal, Issuer agrees to
review such proposal promptly and use reasonable efforts to enter into a new warrant relationship with User within a reasonable time thereafter,
it being understood that entering into such relationship shall be at Issuer‘s sole discretion.

11.8 Indemnification and Limitation of Liability . For purposes of this Amendment only, the parties agree as follows:

      (a)   By TRX . TRX agrees to defend, indemnify, and hold harmless User, Representatives, Joint Venture Partners, other TRX
            authorized (in writing) users of the services provided under this Amendment, and entities controlled by, under common control
            with, or controlling User (control and controlling being defined as ownership of at least fifty percent (50%) of the equity interest),
            and each of their respective directors, officers, employees, and agents from and against any and all third party claims, demands, and
            liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) the services provided under this Amendment
            actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a
            third party; (ii) any breach of TRX‘s representations and warranties in this Amendment; or (iii) failure to comply with TRX‘s
            obligations under any and all laws, rules or regulations applicable to TRX or the services provided under this Amendment.

      (b)   By User . User agrees to defend, indemnify, and hold harmless TRX and entities controlled by, under common control with, or
            controlling TRX (control and controlling being defined as ownership of at least fifty percent (50%) of the equity interest), and each
            of their respective directors, officers, employees, and agents from and against any and all third party claims, demands, and
            liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) any breach of User‘s representations and
            warranties in this Amendment; or (ii) User‘s knowing or intentional failure to comply with User‘s obligations under any and all
            laws, rules or regulations applicable to User under this Amendment, except to the extent such violation arises out of TRX‘s
            obligations hereunder.

      (c)   Procedure . A party seeking indemnification (the ―Indemnified Party‖) shall promptly notify the other party (the ―Indemnifying
            Party‖) in writing of any claim for indemnification, provided, that failure to give such notice shall not relieve the

                                                                         14
             Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by
             such failure). The Indemnified Party shall tender sole defense and control of such claim to the Indemnifying Party. The Indemnified
             Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in defense of any claim.
             The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing
             such assistance as such expenses are incurred. The Indemnifying Party shall have the right to consent to the entry of judgment with
             respect to, or otherwise settle, an indemnified claim only with the prior written consent of the Indemnified Party, which consent
             shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment
             or settlement imposes an unreimbursed monetary or continuing non-monetary obligation on such Party or does not include an
             unconditional release of that Party and its Affiliates from all liability in respect of claims that are the subject matter of the
             indemnified claim.

     (d)     Limitation of Liability . EXCEPT FOR (A) A PARTY‘S INDEMNIFICATION OBLIGATIONS UNDER THIS AMENDMENT,
             (B) A PARTY‘S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) A PARTY‘S VIOLATION OF ITS
             CONFIDENTIALITY OBLIGATIONS HEREUNDER, (D) DEATH, BODILY INJURY OR PROPERTY DAMAGE CAUSED
             BY SUCH PARTY, THE PARTIES AGREE THAT EACH PARTY‘S RESPECTIVE LIABILITY (UNDER BREACH OF
             CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IF ANY, FOR ANY DAMAGES RELATED TO THIS
             AMENDMENT SHALL NOT EXCEED THE GREATER OF THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
             ($375,000.00) OR THE AMOUNTS PAID OR PAYABLE BY USER DURING THE TERM HEREOF. EXCEPT FOR TRX‘S
             INDEMNIFICATION OBLIGATIONS UNDER THIS AMENDMENT, NEITHER PARTY SHALL BE LIABLE FOR
             CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR OTHER DAMAGES OF ANY KIND, INCLUDING LOST
             PROFITS, EVEN IF ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES.

IN WITNESS WHEREOF, TRX and User have caused this Amendment and its Exhibits to be executed as of the Effective Date by their duly
authorized representatives, and each represents and warrants that it is legally free to enter this Amendment.

TRX T ECHNOLOGY S ERVICES , L.P.                                             A MERICAN E XPRESS T RAVEL R ELATED
                                                                             S ERVICE C OMPANY , I NC .

BY:        /s/ Steve Reynolds                                                BY:      /s/ Nathan Holman
N AME      Steve Reynolds                                                    N AME
  :                                                                            :      Nathan Holman
T ITLE     GM                                                                T ITLE
  :                                                                            :      SNR Manager
D ATE      June 6, 2003                                                      D ATE
  :                                                                            :      June 10, 2003

                                                                        15
                                                                 EXHIBIT A

                                                             SERVICE LEVELS

TRX agrees to provide the following services in support of ResAssist/RESX:

     1)    The Support Services department will be staffed and available by phone and e-mail between the hours of * , Monday through
           Friday. The Support Services department will provide support to User personnel for all functional and technical problems with
           ResAssist/RESX.

     2)    The Data Center is monitored twenty four (24) hours per day, seven (7) days per week.

     3)    Customer Support Analysts will act as second level support for User‘s designated Operational Representatives.

     4)    After hours, weekends, and during holidays, emergency support is provided via pager. Once paged, TRX support personnel will
           respond to the page via telephone call within * .

     5)    The Support Services department will not be staffed on the following days:

           a.     New Year‘s Day

           b.     Memorial Day

           c.     Fourth of July

           d.     Labor Day

           e.     Thanksgiving Day

           f.     Friday following Thanksgiving

           g.     Christmas Eve

           h.     Christmas Day

           i.     Saturday & Sunday

Points of Contact and Escalation Plan:

     1.    User‘s Operational Representatives – respond to end user questions regarding use of the services;

     2.    Support Desk – assist User‘s administrators with questions/issues regarding administration or functionality, initiate custom
           programming requests;

     3.    Support Manager – respond to administrative or functionality issues that are not resolved through standard support;

     4.    Director and/or Manager of Development – respond to custom programming requests, errors causing loss of functionality not
           resolved by intermediate workaround;

     5.    Vice President – final resolution of unresolved issues.
                                                                      16

                                              * CONFIDENTIAL TREATMENT REQUESTED
Error Definition, Estimated Response and Status Notification Time Frames:
SEVERIT
Y                                                                                             1. STATUS
LEVEL       ERROR DEFINITION                           RESPONSE TIME                          NOTIFICATION

1           Substantial ratio of air, car or hotel     Immediate work to start and best       Immediate notification upon discovery
            reservations cannot be completed or        effort to rectify remotely             of a Severity 1 Error by phone.
            travel policy cannot be enforced.          within * .                             Updates every hour that give status of
            Day-to-day functions are rendered                                                 the error, details on the nature and
            unusable and no practical workaround                                              severity of the error and estimates of
            is available. User‘s IT personnel are                                             time to resolution. Within * of
            unable to diagnose or rectify the                                                 resolution of the error, TRX will
            problem.                                                                          provide a root cause analysis of the
                                                                                              error.

2           (1) An error in day-to-day function,       Rectify within   * .                   Immediate notification upon discovery
            rendering it unusable for a minor                                                 of a Severity 2 Error. Updates
            number of users or (2) a substantial                                              every * that give status of the
            number of users are affected by a                                                 error, details on the nature and
            problem with a workaround.                                                        severity of the error and estimates of
                                                                                              time to resolution. Within * of
                                                                                              resolution of the error, TRX will
                                                                                              provide a root cause analysis of the
                                                                                              error.

3           Error in a non-mainstream day-to-day       Rectify in next maintenance release.   Notification through mutually agreed
            function, administrative and reservation                                          upon channels and time frames;
            processing bugs.                                                                  Updates on status each release. TRX
                                                                                              will provide tracking numbers for
                                                                                              each error.

4           Error in a non-mainstream day-to-day       Problem is given a low priority and    Notification through mutually agreed
            function that does not render the          every endeavor will be made to         upon channels and time frames,
            function unusable such as text changes,    include it in the next version of      Updates on status each release. TRX
            page layouts, isolated reservation         Software released.                     will provide tracking numbers for
            problems.                                                                         each error.

                                                                 17

                                            * CONFIDENTIAL TREATMENT REQUESTED
System Availability

1) TRX will maintain an Overall Availability of ResAssist/RESX of 99%, as measured by TRX on a monthly basis, with exceptions as noted
below. For purposes of calculating Overall Availability, the following are not counted against Overall Availability:

     ResAssist/RESX not being available due to scheduled maintenance.

    TRX envisages scheduled maintenance once monthly for a period of * . TRX will schedule this maintenance for                  *   . TRX will
communicate scheduled maintenance at least three regular business days in advance of such maintenance.

     Factors beyond the control of TRX, including, GDS availability, GDS performance, User bandwidth or connectivity, general Internet
connectivity or speed issues, etc.

2) As addressed in Section 10. 10 of this Amendment, User may monitor the ResAssist/RESX system using Site Scope by Freshwater or
similar software to determine an estimate of User Availability. User will consider ResAssist/RESX not available if the monitoring software is
not able to perform any of the following functions and lack of performance is prevalent throughout the system: log in, request flights, see flight
availability, request pricing, make reservations, or purchase tickets. User will eliminate from its calculation of availability errors clearly
attributable to User‘s monitoring software, network, bandwidth, site configuration (if solely the monitoring site is affected) or connectivity for
the purposes of monitoring.

3) If User‘s calculation of User Availability materially differs from TRX‘s calculation of Overall Availability then the parties agree to use
reasonable efforts to reconcile the calculations and TRX agrees to adjust its Overall Availability calculation if necessary based on these
reconciliation procedures.

4) For every one percentage point below * Overall Availability as measured by TRX on a monthly basis, TRX will credit User
with * against any fees due TRX for that same time period.

TRX will provide User with reporting on system availability as measured by TRX in its data center on a monthly basis. The reporting will
include measures of server uptime, as well as measures of Overall Availability that approximate the performance of the system as used by an
end user at a User client company.

On-site Support

A Customer Support Analyst will travel to a User location to assist with performance issues if the User‘s site administrators have worked
directly with Support Services and all remote troubleshooting techniques have been exhausted. User is responsible for all travel-related
expenses and any applicable fees.

                                                                        18

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                                    EXHIBIT B

                                                                      FEES

                                                                    Exhibit B-1

EnCoRRe Pricing:
Average Unique Record
Locator Number *                                                                                        Price per Unique Record Locator Number*

  *                                                                                                                                           *
  *                                                                                                                                           *
  *                                                                                                                                           *
  *                                                                                                                                           *

All requests for additional PowerCoRRe routines will be billed at     * .

AE Lite Pricing:

      One-Time Implementation Fee         *
Average Unique Record
Locator Numbers *                                                                                       Price per Unique Record Locator Number*

  *                                                                                                                                           *
  *                                                                                                                                           *
  *                                                                                                                                           *
  *                                                                                                                                           *
  *                                                                                                                                           *

* TRX will use existing User GDS lines and Terminal Addresses for servicing this product and pricing does not include Auto-Ticketing or
  any Power CoRRe routines except for those routines that were developed to establish the AE Lite product offering. All requests for
  additional routines will be billed at * . The price for AE Lite includes a * per Unique Record Locator Number increase due to the
  addition of the Frequent Flyer Upgrade module to the AE Lite product. This pricing will replace the pricing that is contained in Amendment
  #1 of the contract dated June 30 , 2002. The parties further agree that the new pricing for AE Interactive is retroactive to Dec 1 , 2002 to
                                   th                                                                                                st


  reflect the actual date the module was enabled for the service.


                                                                        19

                                              * CONFIDENTIAL TREATMENT REQUESTED
AE Interactive Pricing

AE Interactive is a mid-office quality control service that will include an agreed upon, finite set of Reservation Editor quality control
                                                                                                                       SM


routines, Auto-Ticketing and web-based reports to summarize AE Interactive activity. Any additional services that User may request will be
provided by TRX for an additional fee.

AE Interactive implementation fee     * .

Pricing for AE Interactive is   *    per unique record locator number processed.

In order for User to take advantage of the AE Interactive pricing, all unique record locator numbers must have a unique identifier contained
within it so that TRX can determine that the record locator was created by an on-line booking tool, any unique record locator numbers not
containing an unique identifier will not qualify for AE interactive pricing. AE Interactive will decipher the identifier for User. Any unique
record locator numbers not generated from an on-line booking tool will be subject to EnCoRRe pricing.

Smart Alert

For User‘s client accounts enabled on the ―Smart Alert‖ routine, Clients who are signed up for this service have their records identified within
the PNR, if this code is present TRX places them on another queue. That determines whether the fare ticketed is nonrefundable. If it is, the
record is set aside on a queue * if not, the PNR is disregarded.

Records identified as part of SmartAlert are revisited at pre-determined frequency (based on codes in the PNR for that customer) for email
notification to travelers that they are holding a nonrefundable ticket * .

                                                                       20

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                                   Exhibit B-2

RESX

RESX is a fully interactive, automated corporate travel information and reservation system that communicates directly with the GDS. User has
access to real-time travel information, vendor displays, and policy controls.

RESX Pricing

For purposes of this Amendment pricing shall be      *     per PNR created within RESX where user either reserves or submits PNR for
purchase and ticketing within the RESX system.

This pricing shall be increased in the following manner:

TRX shall not * to User during the initial term of this Amendment (‗TRX/User Initial Term‖). During the three (3) year period following
the TRX/User Initial Term (―Tagalong Period‖), TRX shall limit its RESX transaction fee increases to no more than * for those
customers that signed contracts with User during the Initial Term of this Amendment (―Customer Initial Term‖). The limitation on increases
during the Tagalong Period shall only apply to those customers of User with which it enters into a definitive agreement during the TRX/User
Initial Term. Custom programming (Including the creation of custom log-in pages, graphic changes, and data bridge programming) is available
at * and requires the execution of a custom work order.

The following fees are waived for purposes of this Amendment:

  *
  *
  *

The above stated fees presume * by the GDS for the use of the Software. Should the affected GDSalter its pricing so as to materially
increase or decrease TRX‘s cost of fulfillment herein, TRX shall have the right to immediately amend the fees commensurate with the change.

Administrator and Technical Training and Certification – TRX agrees to train and certify up to * User personnel per year on the RESX
product. Training will take place at the TRX training facilities in Dallas, TX. Any additional training required will be provided at a flat rate
of * per employee. All T&E expenses are the responsibility of User.

On-site support is available at a rate of   *   per TRX employee as requested by User. All T&E expenses are the responsibility of the User.

                                                                        21

                                                * CONFIDENTIAL TREATMENT REQUESTED
                                                   EXHIBIT C

                                      DESIGNATION OF USER REPRESENTATIVES

      Initial Operational Representatives:

         Name:
          Title:
  Office Phone:
           Fax:
E-mail Address:

         Name:
          Title:
  Office Phone:
           Fax:
E-mail Address:

      RESX Advisory Representative:

         Name:
          Title:
  Office Phone:
           Fax:
E-mail Address:

                                                      22
                                                                 EXHIBIT D

                                                MINIMUM TERMS AND CONDITIONS




                                   Agreement for American Express Corporate Travel Online (CTO)

                                                          Effective Date:

This shaded box will be completed by your American Express Account Manager

Account Manager:                                              Region:

Phone: (                )               -                     Fax: (                )          -

Implementation Package:           Green                         Gold

Fulfillment:        EFC           Other

Comments:

All information above must be completed. The information in this section is for internal informational purposes only and does form a part of
the Agreement. A separate Implementation Form should be submitted as soon as possible via e-mail to: CTO.IMP.Support@aexp.com. See
instructions in CS Infosource. Executed contracts must be sent to Dotti Zupko, American Express, 195 Magargle Rd., Danville, PA
17821-7945. Note: All pricing exceptions need to be approved in advance by Doug Wright (972) 458-3110.

Customer Information:

Full Legal Company Name (―Customer‖):

Customer Contact Name:

Street Address:

City:                          State:                 Zip Code:

Phone: (                )               -           Fax: (                   )           -

E-Mail:

Billing Contact Name:

Street Address:

City:                                            State:                      Zip Code:

Phone: (                )               -           Fax: (                   )           -

E-Mail:

Form of Payment Corporate Purchasing Card or Credit Card Number:                               Other:

                                                                        23
By signing below, the parties represent that they have read this Agreement, consisting of this page; the Terms and Conditions; and the Pricing,
Product Configuration, and Implementation Schedule attached hereto as Appendix A , and that the business entity (―Customer‖) indicated
above and American Express agree to be bound by this Agreement.

CUSTOMER:                                                                                  AMERICAN EXPRESS TRAVEL RELATED
SERVICES

                                                                                           COMPANY, INC.

Name:                                                                                      Name:        Rich Miller
Title:                                                                                     Title:       Vice President, American Express
                                                                                                          Global
Interactive Group
Signature __________________________________________                                       Signature:


Date:                                                                                      Date:

                                                                      24
                                                         TERMS AND CONDITIONS

1.    DESCRIPTION OF SERVICES

____s American Express Corporate Travel Online (CTO) Agreement (―Agreement‖) is between American Express Travel Related Services
Company, Inc. (―Company‖,‖ we‖, ―us‖ and ―our‖) and the Customer identified on the first page of this Agreement (―Customer‖, ―you‖ and
―your‖). This Agreement covers your use of the CTO interactive travel-booking product, together with any associated documentation, materials
and information (the ―Product‖). The Product is to be used primarily for the purpose of planning and making reservations for airline tickets,
hotel accommodations and car rentals for business travel in the conduct of your own business and you will not redistribute or resell the Product.
By signing this Agreement, or by your employees, agents or representatives using the Product, you agree to be bound by the terms and
conditions contained herein. This Agreement becomes effective on the Effective Date set forth on the first page of this Agreement. All rights
not specifically granted Customer under this Agreement are expressly reserved to us and/or our provider of the Product (―Provider‖). Such
Provider shall be at all times an intended third party beneficiary to this Agreement. Provider reserves the right, in it sole discretion, to modify,
discontinue, add, adapt, or otherwise change any design or specification of the Product and/or policies, procedures, and requirements specified
in or related hereto.

2.    FEES

2.1. You agree to pay us fees as set forth in this Agreement and Appendix A , which is attached and incorporated herein, and such other fees as
may be agreed-upon between the parties. We may change the Booking or Maintenance Fees upon thirty (30) days‘ prior written notice to you.
The Implementation Fee is payable to us upon signing of this Agreement by you. Maintenance Fees are payable to us upon the issuance of your
first airline ticket using the Product, or within ninety (90) days of the Effective Date, whichever is earlier. Booking Fees will be payable per
Transaction, beginning with the first airline ticket issuance, as set forth in Appendix A to this Agreement, which is attached and incorporated
herein. Booking Fees do not include fees for fulfillment and _iceting of booked travel using the Product, which will be charged under a
separate agreement with us or another travel service provider. You agree to pay for your use of the Product as set forth in this Agreement. Any
requested services which we provide, in addition to those specifically set forth in this Agreement, may be subject to additional fees. You agree
to pay for all debit memos we receive as a result of your use of the Product, unless such debit memos are solely due to our fault or negligence.

2.2. The parties hereby recognize that the financial terms of this Agreement are based upon certain assumptions about standard travel industry
conventions, and about your service requirements. If there is a material change (i) in any rules, orders, laws or regulations, whether by a court
of law, a government entity, an airline, the International Airline Travel Agency Network or the Airline Reporting Corporation, or any other
applicable governing body, governing the manner in which we or other travel agents may operate, or (ii) in your service configuration, service
needs, or the manner in which you use the Product, any of which result in additional fees, losses, costs, surcharges or expenses being imposed
on us to perform this Agreement, then upon notice to you, we will have the right, beginning on the date of such material change, to increase the
Booking Fee, Maintenance Fee, or other fees (the ―Fees‖) in an amount as reasonably necessary to compensate us for such additional fees,
losses, costs, surcharges or expenses. We will provide you with written notice (the ―Notice‖) of any such change in the Fees. If upon receipt of
such Notice, you do not accept the new Fees, you may terminate this Agreement immediately upon written notice to us within ten (10) business
days of receipt of the Notice. Failure to provide written notice of termination within ten (10) business days shall constitute your acceptance of
the new Fees.

3.    BILLING AND PAYMENT

If we provide you with traditional travel services under a separate business travel services agreement or other similar agreement (―BTSA‖), you
will receive a single billing statement (―Statement‖) in accordance with the terms and conditions of the BTSA, and payment terms will be as set
forth in the BTSA. If you are not a party to a BTSA, you will receive a Statement monthly, setting forth the fees and other charges incurred for
that month (―Amount Due‖). We will automatically charge the Amount Due to the payment vehicle set forth on the first page

                                                                        25
of this Agreement. The terms and conditions of said payment vehicle will govern payment of the Amount Due thereunder. If in any monthly
billing period your revenue (as calculated in Section 4 below) exceeds all outstanding fees and charges (including Overdue Amount(s)), we will
remit to you such net positive balance within forty-five (45) days of the billing date set forth on the Statement.

If for any reason we cannot collect the Amount Due, whether under your BTSA or otherwise, you agree to remit payment of the Amount Due
within thirty (30) days of the billing date set forth on the Statement. All charges which remain unpaid after thirty (30) days (―Overdue
Amount‖) are subject to a monthly delinquency charge equal to the lesser of fifteen dollars ($15.00) or two percent (2%) of the Overdue
Amount, subject to applicable law(s).

If we also provide you with E-Fulfillment Services under an EFC Contract between the parties, you will receive a combined Statement for both
your use of the Product and the E-Fulfillment services.

4.    REVENUE SHARING.

Commissions, Overrides and other revenue resulting from your use of the Product will only be received and collected on your behalf if
fulfillment of your CTO travel reservations is requested by you under the terms and conditions of either (i) your BTSA; or( ii) your separate
agreement with us for the provision of E-Fulfillment Services. If you procure fulfillment services from a source other than American Express,
we will not receive, apportion or credit revenue to your account.

5.    INFORMATION; LIMITED WARRANTY

You agree that we shall not have any liability whatsoever, for the accuracy, completeness, timeliness, or correct sequencing of the information,
or for any decision made or action taken by you in reliance upon such information, the Product, or for interruption of any data, information, or
any aspect of the Product. There is no warranty of merchantability, no warranty of fitness for a particular use, and no other warranty of any
kind, express or implied, regarding any aspect the Product. We and the Provider shall use reasonable efforts to verify the cause of any errors the
Product reported by Customer. Our and Provider‘s sole obligation shall be to use reasonable efforts to correct the reported error. The Product is
provided ―AS IS‖ without, and we and the Provider make no and hereby disclaim all, warranties and representations, whether oral or written, or
express, implied, or statutory, with respect to the use, misuse, or inability to use the Product, or any other products or services provided
hereunder, their quality or reliability, or their merchantability, title, non-infringement of third party rights or fitness for a particular purpose.

6.    LIMITATIONS OF LIABILITY

In no event will we be liable to you or anyone else for any consequential, incidental, special, indirect, exemplary or punitive damages,
including but not limited to lost profits, lost business, losses and damages that result from inconvenience, delay or loss of use of the Product,
even if we have been advised of the possibility of such damages or losses. You agree that our liability arising out of any kind of legal claim in
any way connected with the Product will not exceed the total amount of fees you paid to us in connection with your use of the Product. We
shall not be liable for any loss or damages resulting from a cause over which we do not have control, including without limitation: (i) any
Supplier‘s breach of contract, any Supplier‘s failure to comply with applicable laws or any Supplier‘s intentional, negligent or wrongful actions
or omissions; or (ii) any other acts, omissions, negligence or conditions outside of our control, including without limitation, failure of electronic
or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, severe
weather, earthquakes, terrorist activities, social or labor unrest, mechanical or construction failures or difficulties, diseases, international or
local laws, climactic conditions and strikes or other labor problems (each a ―Force Majeure Event‖). ―Supplier‖ means any entity providing
travel related services, including, but not limited to air, ground or water transportation, or accommodations, meals, tours, etc. In the event a
Force Majeure Event continues unabated for thirty (30) days in such a manner as to prevent full performance of either party‘s obligations under
this Agreement, either party may terminate this Agreement upon written notice to the other party. We do not handle or process paper tickets,
and we shall have no responsibility or liability with regard to

                                                                         26
your unused electronic tickets and their application toward future travel. This Section 6 shall survive termination of this Agreement.

7.    PROPRIETARY INFORMATION

The information accessible through the Product is protected by copyright. You agree not to reproduce, retransmit, disseminate, sell, distribute,
publish, broadcast, circulate or commercially exploit the Product in any manner without our express consent, nor to use the Product for any
unlawful purpose or for any purpose contrary to the terms of this Agreement. You agree to comply with reasonable written requests by us to
protect the Product and our contractual, statutory and common law rights in the Product.

8.    TRADEMARKS AND SERVICE MARKS

Neither party shall use the name or marks, refer to the identity of the other party in advertising, publicity, promotional marketing material or
correspondence, unless the prior written consent of the other party has been obtained, provided, however, that we may use your name in
materials containing lists of customers, which we may publish or use for promotional purposes from time to time.

9.    CONFIDENTIALITY

Each party agrees to preserve the confidentiality of all the terms of this Agreement, and any information it has received from the other party in
the performance of this Agreement which is not publicly available, provided, however, that we may disclose certain information in connection
with our performance of this Agreement and with our billing and collections activities with respect to amounts due hereunder or due to us
under other agreements. This provision shall survive the termination of this Agreement.

10.   IDENTIFICATION

You are responsible for ensuring the confidentiality of your corporate ID, and the user ID(s) and password(s) of persons you authorize to use
the Product. You will be responsible for all Transactions entered through and under your corporate ID, user ID(s) and password(s), and any
such Transactions will be deemed to have been completed by you. You agree to maintain a current list of all persons authorized to use the
Product and to notify us of changes to authorized personnel.

11.   TERM; TERMINATION

This Agreement will be for a period of two (2) years from the Effective Date set forth above (―Term‖). If we continue to service your account
beyond the expiration date and with no new contract in place, we have the right to adjust the Fees retroactive to the expiration date of this
Agreement. Either party may terminate this Agreement upon sixty (60) days‘ written notice to the other party. We may terminate this
Agreement immediately in the event of: (i) unauthorized use of the Product; (ii) breach of this Agreement; (iii) any disruption of our access to
the Product; (iv) any materially adverse change that prevents your satisfactory fulfillment of the terms of this Agreement; or (v) termination of
the Business Travel Services Agreement between us. Any terms of this Agreement which by their nature extend beyond the expiration or
termination of this Agreement shall remain in effect for (3) years from the date of such expiration or termination and shall bind the parties and
their legal representatives, successors, heirs, and assigns.

12.   NOTICES

Unless notified otherwise in writing, you will send all notices to:

American Express Travel Related Services Company, Inc.
105 Magargle Rd.
Danville, PA 17821-7945
Attn: Dotti Zupko

                                                                        27
Unless you notify us otherwise in writing, we will send all notices to the name and address of the Customer Contact set forth on the first page
of this Agreement.

13.   INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party to the extent of any claims, liabilities, losses, damages and expenses
(including, without limitation, reasonable attorneys‘ fees) asserted against the other party and arising out of the indemnifying party‘s negligent
performance of, or failure to perform, any of its duties or obligations under this Agreement. This Section 13 shall survive termination of this
Agreement.

14.   INTERNATIONAL REQUIREMENTS

You agree to accept full responsibility to ensure that you and your travelers are knowledgeable about and in full compliance with any and all:
(i) visa, passport and health documentation requirements; (ii) applicable local and international laws, rules or regulations (collectively the
―International Requirements‖), regarding any and all international travel booked through the Product. In no event will we have any
responsibility for advising you or your travelers of International Requirements and we shall have no liability for your failure to be
knowledgeable about or in full compliance with the International Requirements. In addition, only electronic tickets will be issued for
international reservations originating outside of the United States. If an electronic ticket cannot be issued for any reason, the Product
reservation will be released to the traditional booking office for fulfillment and additional charges may apply.

15.   DATA PROTECTION.

Notwithstanding the Confidentiality provisions set forth in Section 9 hereof, Customer understands and agrees that we will: (i) disclose,
exchange and receive information about Customer, Customer‘s employees and the American Express Travel services utilized by Customer and
Customer‘s employees (the ―Services‖) to computerized reservation systems, airlines and other suppliers of travel and travel-related services, to
expense management and __curement management services, and to companies within the American Express group of companies worldwide
(including American Express-appointed representatives and licensees) to provision the Product and ancillary services to Customer as
contemplated by this Agreement; (ii) disclose information about Customer, Customer‘s employees and how Customer and Customer‘s
employees use the Product to Customer‘s bank, the payment systems organizations selected by Customer, or Company‘s bank, to permit the
invoicing of and payment for the Services; (iii) use, process and analyze information about how Customer and Customer‘s employees use the
Product to develop reports and to enable us to maintain effective travel, expense, and procurement policies and procedures (the information
used to develop these reports may be obtained from specified sources such as computerized reservation systems, airlines and other suppliers of
travel and travel-related services, expense management and procurement management services and from our appointed representatives,
licensees, agents and suppliers world-wide); (iv) use advanced technology and well-defined employee practices to help ensure that Customer
and its employees‘ information is processed promptly, accurately and in confidence; (v) retain such information only for so long as is
appropriate for the purposes of this Agreement or as required by applicable law; and (vi) American Express will undertake all the above both
within and outside the European Union. This will include processing Customer and Customer‘s employees‘ information in the United States of
America and other countries outside the European Union in which data protection laws are not as comprehensive as in the European Union.
However, we will endeavor to take appropriate steps to ensure that Customer and Customer‘s employees‘ information will have the same
protection in the United States of America and the other countries outside the European Union as such information would have within the
European Union. Customer shall be responsible for individually notifying Customer‘s employees who use the Product that we will hold,
process and disclose information about them and how they use the Product as described above. At an employee‘s request, we will use their best
efforts to tell such employee what we do with their personal information. If they ask, we will also __vide them with whatever information we
hold about them. Employee requests and questions should be sent, in writing, to us as set forth in Section 10 herein. There may be a charge for
this, as permitted by law. You shall also inform your employees that if they believe we hold any information about them that is incorrect or
incomplete,

                                                                        28
they should write to us at the above address. Any information that is found incorrect or incomplete upon receipt of written notice thereof will
be corrected promptly.

16.   MISCELLANEOUS

You may not assign this Agreement. We may assign this Agreement to our parent, subsidiaries or affiliates. Failure to enforce any term or
condition of this Agreement shall not be a waiver of the right to later enforce such term or condition or any other term or condition of this
Agreement. We have the right to change this Agreement at anytime. We will notify you of any change in writing at least ten (10) days in
advance. If the changes are unacceptable to you, you may terminate this Agreement as described in Section 11 above. This Agreement is the
entire agreement with respect to the subject matter hereof and supersedes any previous agreement with respect to your use of the Product. This
Agreement will is governed by the laws of the State of New York, without reference to the choice of law doctrine of such state.

                                                                       29
                                                                A PPENDIX A

                               P RICING , P RODUCT C ONFIGURATION AND I MPLEMENTATION S CHEDULE

                                                                1.
          2. Monthly Maintenance* - Your monthly maintenance package must correspond to the implementation package selected.
                                                                           3.                                              5.
                                                                       4. Green                                         6. Gold

Monthly Maintenance fee                                                    X

Maintenance fees, in general, reflect the allocation of hardware and support required to run and maintain databases and servers and correspond
to the complexity of your implementation package. Your maintenance fee refers primarily to the system overall, not individual company
servicing.
 Booking Fee:                              Fulfillment Fee : Fulfillment Fees are charged pursuant to your separate agreement for such
                                           services, as follows:
$ (flat fee per Passenger Name Record
(PNR) created). This fee is charged        E-Fulfillment Center (“EFC”): Client will be utilizing the Centralized Fulfillment Center in Miami.
independent of all other fulfillment       Please refer to your EFC Agreement for the fee.
and transaction fees.

                                         Off-line Fulfillment: Client will not be utilizing the Centralized Fulfillment Center. Please refer to
                                         your Business Travel Services Agreement (if an American Express travel services client) or other
                                         similar agreement (if not an American Express travel services client).

                                                                      30
8 Package Eligibility Specifications                                                                                            Green      Gold

Travel operations locations                                                                                                       X           x
Policy groups                                                                                                                     X           x
Customized PNR fields                                                                                                             X           x
Airline contracts                                                                                                                 X           x
Negotiated hotel properties                                                                                                       X           x

Note: If any of the individual package eligibility specifications are exceeded, the customer will be billed accordance with the American Express
fee schedule then in effect for such additional services
Mass Enrollment Procedures

Client provides data file for travelers to be enrolled (e-mail address, first, middle, and last name)                                     X       x
Responsibility for sign-ins and passwords                                                                                                 X       x
Amex performs subsequent enrollments                                                                                                      X       x
Amex provides Global Distribution System (GDS) extract/merge                                                                              X       x

                                                                          31
                                                                       9.

 10. Implementation – Your implementation package includes only the services and materials listed below __ period of up to ninety (90) days
                                                   from signing of this Agreement.
                                                                                                                          11.              13.
                                                                                                                      12. Green         14. Gold

Implementation fee                                                                                                       X                 x
Review travel policy & operations for CTO configuration                                                                  X                 x
Travel manager orientation and implementation support                                                                    X                 x
T RAVELER ORIENTATION MATERIALS                                                                                          X                 x
Traveler orientation sessions                                                                                            x                 x

Advanced Product Features
15.                                                                                                                      X                 x
16. SuperSite**

Additional Services : Any services requested above and beyond the scope of the selected implementation package will be estimated by the
implementation team in a work order and submitted for client approval prior to rendering of such additional services. Any change in the client‘s
service or product configuration or extract of the client‘s database will be subject to such additional charges.

* If you require an Extranet connection, you will be charged an additional monthly communications fee, the amount to be determined after
  technical evaluation. Technical Support (Levels 1 and 2): For those with decentralized E-Fulfillment, technical helpdesk support for
  end-users (Level 1) is the responsibility of the customer through its IT helpdesk. For centralized E-Fulfillment users, technical helpdesk
  support is through the Navigation Center HelpDesk at the Miami E-Fulfillment Center. Amex will provide technical helpdesk support to
  authorized program administrators and to the customer‘s IT helpdesk personnel only (Level 2). The customer must provide to Amex a list of
  program

                                                                      32
administrators and other personnel authorized to contact the Amex support staff for Level 2 assistance. Maintenance fees cover Level 2
helpdesk technical support, but do not cover Level 1 end-user helpdesk technical support. Any end-user support requests made directly to
the Amex Level 2 support staff will result in a charge to the customer for the applicable fee.

                                                                  33
                                                             EXHIBIT E
                                                       INFORMATION SECURITY

                                                  Information Protection Requirements

Notwithstanding anything to the contrary contained in the Amendment to which this Exhibit E is attached and incorporated into, and
in addition to and not in lieu of other provisions in the Amendment governing the treatment of AXP Data (as defined below) by TRX
(referred to in this Exhibit E as “Vendor”), Vendor agrees to comply with all of the provisions of this Exhibit E and to cause all Vendor
employees and Vendor agents, representatives, or subcontractors, and their respective employees, or any other party to whom Vendor
may provide access to or disclose AXP Data (collectively and individually, “Vendor Disclosees”) to comply with all of the provisions of
this Exhibit E .

―AXP Data‖ means      * .

1)   Vendor warrants that, where required by applicable law, Vendor‘s registrations with relevant regulatory bodies are current and adequate
     for the services to be supplied under the Amendment.

2)   General .

     a)    All AXP Data remains at all times the sole property of AXP.

     b)    Vendor agrees to implement appropriate and reasonable measures designed to ensure the security and confidentiality of AXP Data,
           to protect AXP Data against any anticipated threats or hazards to the security or integrity of AXP Data, and to protect against
           unauthorized access to, or use of, AXP Data.

     c)    Vendor must not     * .

     d)    Except as required for backup and archival purposes, for a period not to exceed * , Vendor must not retain all or any portion of
           the AXP Data, in any manner whatsoever, nor permit any parent, subsidiary, affiliate, third party, agent, employee or contractor, or
           their respective agents or employees to retain any such information, beyond the completion of performance of Vendor‘s obligations
           under the Amendment.

     e)    Vendor must not use the AXP Data for any purpose other than the purpose for which AXP Data was provided to Vendor as set
           forth in the Amendment and must cause all Vendor employees, agents, representatives, or any other party to whom Vendor may
           provide access to or disclose AXP Data to limit the use of AXP Data to that purpose.

                                                                     34

                                             * CONFIDENTIAL TREATMENT REQUESTED
     f)    Vendor agrees to use commercially reasonable efforts to comply with all applicable AXP security policy standards and procedures
           as determined by AXP and provided to Vendor.

     g)    Vendor must cause each Vendor Disclosee who is granted access to AXP Data to sign the Confidentiality and Workstation Rules
           Agreement attached hereto as Annex 1 or a document with substantially similar terms and conditions, and Vendor must cause each
           such Vendor Disclosee to comply with its terms.

3)   Transfer to Third Parties .

     a)    Vendor must not disclose AXP Data to any subcontractor, service provider, or any other third party (―Third Party‖) without the
           prior approval of AXP unless such transfer of AXP Data to a Third Party by Vendor is for the sole purpose of fulfilling Vendor‘s
           obligations under the Amendment.

     b)    Vendor must not assign, transfer, or otherwise disclose AXP Data to a Third Party prior to causing the Third Party to execute a
           binding document committing the Third Party to comply with the Information Protection Requirements set forth in this Exhibit E .

4)   Indemnity.

     a)    Vendor will indemnify AXP for any loss or misuse of AXP Data by Vendor or its employees or by any Third Party to which
           Vendor discloses AXP Data.

     b)    In the event of any actual or threatened unauthorized use or disclosure of AXP Data by Vendor‘s employees or the employees of
           any Third Party to which Vendor has disclosed AXP Data, Vendor must enforce for AXP‘s benefit through litigation, if necessary,
           all rights provided under law to compensate AXP for any damages arising out of such disclosure and to prevent any actual or
           further unauthorized use or disclosure of AXP Data.

5)   Physical Security Controls. Vendor must document and maintain adequate:

     a)    Physical security controls over all vendor facilities where AXP Data is filed or stored.   *   .

     b)      * .

     c)    Security and environmental controls over      * , which will be used in conjunction with AXP Data, including restricting access to
           only approved staff.

6)   Data Security Controls. Vendor must document and maintain adequate:

     a)    Data security controls, such as but not limited to   * . Vendor must ensure at each site that appropriate data controls are

                                                                       35

                                              * CONFIDENTIAL TREATMENT REQUESTED
          implemented and that no shared environments exist with other businesses for all WANs, LANs, network connections, dial-up
          connections, DASD, distributed systems, or any other computer systems.

     b)   Retention processes and policies for all security data events (i.e., reports) in accordance with legal and regulatory requirements.
          Examples include: *

     c)   Controls in configuring and operating voice systems, especially as regards     * .

7)   Disaster Recovery.

     a)   Vendor must have a documented, tested disaster recovery plan upon written request and must provide documentation of its disaster
          recovery plan to AXP for review and approval by AXP. Vendor must notify AXP of any revisions made to Vendor‘s disaster
          recovery plan.

     b)   Vendor‘s disaster recovery plan must include      * .

     c)   Vendor‘s disaster recovery plan must be designed to recover business operations from disaster.

     d)   With respect to Sections 7(d), 7(e), and 7(f), at AXP‘s expense, and Vendor‘s written agreement, Vendor must ensure all disaster
          recovery plans are tested at least once each year. Upon written request, Vendor must provide to AXP the plans for all disaster
          recovery tests and documentation of disaster recovery test results.

     e)   Vendor agrees that AXP or a designated third party may attend and/or review recovery plan testing and view test results.

     f)   Vendor agrees to allow AXP to schedule integrated business recovery exercises with the Vendor upon request from AXP.

     g)   Vendor must ensure that all reasonable precautions are taken to prevent and mitigate any disaster that may affect Vendor‘s ability
          to provide services under the Amendment.

     h)   Upon the occurrence of a disaster at any of the Vendor locations involved in the provision of services to AXP or where AXP Data
          is stored or utilized by Vendor, Vendor must immediately implement the disaster recovery plan and notify AXP of such
          implementation and any external dependencies necessary to implement the plan.

     i)   Upon written request and within a mutually agreed timeframe, Vendor must provide to AXP a post-incident report that documents
          the implementation and efficacy of Vendor‘s disaster recovery plan after the occurrence of a disaster at any of the Vendor locations
          involved in the provision of services to AXP or where AXP Data is stored or utilized by Vendor.

8)   Employees .

                                                                      36

                                             * CONFIDENTIAL TREATMENT REQUESTED
      a)   Vendor must, in accordance with applicable law, perform background checks on all employees assigned to perform Vendor‘s
           obligations under the Amendment.

      b)   Vendor‘s policies must require its employees to report suspected violations of the Information Protection Requirements set forth in
           this Exhibit E and suspected violations of Vendor‘s data security policies to Vendor management for investigation and action.

      c)   Vendor must cooperate fully with AXP in any investigations of possible fraudulent or unauthorized use or access of AXP Data by
           Vendor‘s employees.

      d)   Vendor must implement and document consequence management policies for violations of the Information Protection
           Requirements set forth in this Exhibit E and for violations of Vendor‘s data security policies.

9)    Audits and Inspections.

      a)   Upon written request, Vendor must document and provide to AXP copies of all internal security policies and standards relevant to
           performance hereunder (including escalation procedures for non-compliance) for AXP review.

      b)   Vendor must allow scheduled and unscheduled on-site inspections by AXP with reasonable prior written notice during regular
           business hours.

      c)   Vendor shall use commercially reasonable efforts to comply with all reasonable recommendations from AXP that result from such
           inspections to meet these Information Protection Requirements. Vendor must respond in writing within a mutually agreed
           timeframe no less than thirty (30) days to all recommendations that result from on-site inspections by AXP.

      d)   Upon written request, Vendor must provide to AXP a copy of the most recent third party data processing audit or review, as
           conducted by the Vendor‘s external auditors relevant to Vendor‘s performance hereunder. In addition, Vendor must provide to
           AXP copies of any related audits that include data processing activities within their scope from Vendor‘s internal auditors.

10)   Right to Monitor Data.

      a)      *     .

      b)      * .

11)   Vendor Employees Access

      a)      * .

      b)   Vendor must ensure that all of its employees who are users of any AXP system will attend Security Awareness training, and will be
           fully informed (at least annually) of, and monitored for adherence to, these Information Protection Requirements.

                                                                     37

                                             * CONFIDENTIAL TREATMENT REQUESTED
12)   Security Administration

      a)      * .

      b)      * .

      c)      * .

      d)      * .

13)   Account Access. Vendor must cause Vendor Disclosees to access, make maintenance changes to, or perform financial adjustments only
      on those AXP accounts as required by their job responsibilities. In addition, Vendor must cause Vendor Disclosees to not access:

      a)      * .

      b)      * .

      c)      * .

      d)      * .

14)   Access Management. Vendor must ensure that user IDs and passwords for AXP systems will be controlled as follows:

      a)      * .

      b)      * .

      c)      * .

      d)      * .

      e)      * .

      f)   Vendor must enforce the principle of segregation of duties.

15)   Right to Monitor Access. Vendor agrees that all access to AXP systems   * .

16)   Workstation Controls. Vendor must ensure all workstations which allow access to AXP Data are controlled. All software used on any
      workstation must be properly licensed and

                                                                     38

                                             * CONFIDENTIAL TREATMENT REQUESTED
      used in accordance with the applicable license agreement. All software used must be approved by AXP. All such workstations must be:

      a)       * .

      b)       * .

      c)       * .

      d)       * .

17)   Activity Log;    * .

18)   Systems Security .

      a)     Vendor must document and maintain adequate:

      i.       * .

      ii.      * .

      b)     Vendor must perform maintenance access to production servers over a protected, dedicated network between Vendor‘s corporate
             offices and the production systems. Vendor must not perform maintenance access to production servers over the Internet.

      c)       * .

19)   Operations Procedures

      a)       * .

      b)       * .

      c)       * :

      i.       * .

      ii.      * .

      iii.     * .

20)   Data Separation .    * .

                                                                     39

                                             * CONFIDENTIAL TREATMENT REQUESTED
21)   Control Datastores. Any system which processes financial data must have        * .

22)   Remote Access Authentication. All remote access, whether to the production network (for technical operations staff), or to the corporate
      network (by remote travelers), must be * .

23)   Encryption.

      a)       * .

      b)       * .

      c)     Vendor hashes passwords with a proprietary and confidential algorithm.

      d)     All database data must be encrypted prior to backup.

      e)     Key management must occur in hardware devices.

      f)       * .

      g)     Vendor must allow the review of cryptographic controls and processes by AXP.

24)   Development Separation.

      a)     Procedures must exist to separate the application development process from the data it operates on.

      b)     Development staff must not have access to the production servers; operations staff must not generally have access to the
             development source.

      c)     Access controls on various servers must be used to ensure that these policies are adhered to.

25)   Data used in development and test systems must not contain direct copies of production data under any circumstances.

26)   Internet Security

      b)     Vendor must document and maintain adequate:

      i.       * .

      ii.      * .

      iii.     * .

                                                                        40

                                               * CONFIDENTIAL TREATMENT REQUESTED
      c)    All systems must have provision to ensure that AXP Data or any other data cannot be downloaded by an unauthorized person(s)
            who has successfully gained control of a web server. This should occur through use of three tier architectures (web server tier,
            application server tier and database server tier).

27)   Application Security.    * .

28)   Customer Authentication.

      a)      * .

      b)      * .

      c)      * .

      d)      * .

      e)      * .

      f)      * .

29)   Internet Tracking and Reporting

      In connection with any and all work that Vendor does on behalf of AXP, Vendor agrees that it will not collect any personally identifiable
      information from any AXP on-line users/customers. Further, Vendor agrees to obtain the prior written approval of AXP before using any
      ―tracking and reporting‖ technologies on Web pages that contain AXP branding, including, but not limited to, technologies designed to
      collect, track, store or classify user data, movements or preferences.

30)   Provisions Applicable to International Transfers of Personal Data.

      The provisions of this Section 30 apply to AXP Data that is transmitted across any international boundary.

The Parties will each comply with their respective obligations under any applicable laws relating to the collection, use, processing, protection
or disclosure of data relating to individuals or corporations, including Personal Data (as defined below) during the provision of the Services
(including European Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free
movement of such data, and any legislation implementing such article, and any legislation implementing the same in the relevant state
(collectively, the ―Directive‖)) (collectively, ―Data Protection Laws‖). Neither Party will do any act that puts the other Party in breach of its
obligations under the Data Protection Laws and nothing in this Agreement will be deemed to prevent any Party from taking the steps it
reasonably deems necessary to comply with the Data Protection Laws.

                                                                        41

                                               * CONFIDENTIAL TREATMENT REQUESTED
a)   The Parties acknowledge that:

     1)       * ;

     2)       * ;

     3)       *

     4)       *

     5)       * .

b)   Vendor will, and will cause any Vendor Disclosees to, in a manner that conforms to any time-scales set out in the Directive, and, in
     any event, as soon as reasonably practicable, comply with any written request by AXP to:

     1)       * ;

     2)       * ;

     3)       * ;

     4)       *

     5)       * .

c)   Vendor will not without AXP‘s prior written authorization:

     1)       * ;

     2)       *

     3)       * .

d)   Vendor will:

                                                                42

                                       * CONFIDENTIAL TREATMENT REQUESTED
     1)       * ;

     2)       * .

e)   Vendor will indemnify AXP for any breach by Vendor or any Vendor Disclosee of its obligations with respect to data protection
     under the Amendment.

f)   Vendor acknowledges that to the extent it is obliged to comply with Article 17 of the Directive in respect of AXP Personal Data, it
     will comply with such Article 17 including without limitation the following obligations:

     1)     taking appropriate technical and organizational security measures in accordance with the requirements of the Agreement to
            safeguard against unauthorized and unlawful processing of AXP Personal Data and against accidental loss or destruction of,
            or damage to, AXP Personal Data;

     2)     only processing AXP Personal Data in accordance with written instructions given by AXP, including as set forth in the
            Amendment;

     3)     taking reasonable steps to ensure the reliability of those Vendor personnel and Vendor Disclosees that have access to AXP
            Personal Data; and

     4)     ensuring that all of the Vendor personnel and Vendor Disclosees involved in processing AXP Personal Data have undergone
            reasonably adequate training in the care and handling of AXP Personal Data.

                                                               43

                                       * CONFIDENTIAL TREATMENT REQUESTED
                                                                  Annex 1
                                              Confidentiality and Workstation Rules Agreement

      The individual specified below (―you‖ or ―your‖), in connection with work performed for the company specified below (―Company‖)
may have access to trade secrets, confidential information, files, records and forms (collectively ―Confidential Information‖) of American
Express Travel Related Services, Inc. and its affiliates (collectively, ―American Express‖). Confidential Information includes, but is not limited
to, any information relating to American Express Card member accounts (―Accounts‖), American Express organizational structure, marketing
philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems
design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations,
technology, customer lists, customer account information, product development, advertising or sales programs and any other information which
would give American Express an opportunity to obtain an advantage over its competitors or which American Express is ethically obligated to
protect from unauthorized sources. None of such information shall be deemed to be in the public domain.

      American Express desires to protect its Confidential Information and therefore requires that you agree, as a condition of your performing
services (―Services‖) pursuant to American Express‘ agreement with Company, to safeguard all Confidential Information and not to reveal
Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings of professional organizations or
by publication in journals or granting of interviews to journalists and other members of the news media) or use Confidential Information for
your own benefit or the benefit of any third party, except to the extent necessarily required for your performance of Services.

     You agree not to discuss Confidential Information in public places.

     You agree that any work product produced or developed by you in the performance of your Services shall constitute Confidential
Information subject to this Agreement and such work product is, and shall remain, the property of American Express.

       In connection with your use of American Express‘ computer workstations and your access to American Express MIS systems, in addition
to all other provisions of this Agreement, you agree that:

      •    You will not access your own Account for any reason;

      •    You will not access another employee‘s Account if you have personal knowledge that the account holder is an employee;

      •    You will not access any Account held by anyone you know outside of work;

      •    You will not access any Account that you are not required to access as part of your performance of the Services.

      You will sign off when you leave your workstation and sign back on when you return, including, but not limited to, time away from your
desk for breaks, lunch, meetings, etc.

      You will not give your password to any person and you are not to use another person‘s password or identification number. Your password
identifies you to the system. The computer system tracks all entries that are made by the person who makes them. If your password is used by
anyone in a manner that results in errors or fraud, you would be held accountable for the errors or fraud.

     All terminals are subject to monitoring and terminal monitoring may occur simultaneously with telephone monitoring. In addition, you
should understand that all transactions in the system are recorded by the computer. Printouts listing all transactions by a personal identification
number and password are monitored on a regular basis.

                                                                        44
      These rules are extremely important. Any employee who willfully disregards these rules and regulations is subject to discipline, up to and
including discharge from employment.

     You also agree to help safeguard American Express customers‘ expectations of privacy by exercising diligence and care in the handling
of Confidential Information relating to them.

      By signing below, you indicate that you understand the above terms and that, as a condition of performing Services, you agree to adhere
to them.

COMPANY:


Full Legal Name                                             Your Name (print)                                           Date


                                                            Your Signature (Sign Here)

                                                                       45
   EXHIBIT F
Purposely left Blank

        46
                                                               EXHIBIT G

                                             DELIVERABLE ENCRYPTION INFORMATION

1.       Encryption Information

Identify each hardware and software component of each of the Products having encryption capability by its respective unbundled part number
and level of encryption.
                                                                           Level of Encryption(e.g. 40               Type (e.g. DES, Blowfish
Product Component(s)                  Unbundled Part Number                  bit, 56 bit, 128 bit etc.)                 RC2, CAST etc.)

     *                                                  *                                             *                                    *

2.       Export License Information

Indicate in connection with each part number for each component the Commodity Classification or Export License or License Exception
granted – for example, ―Mass Market License Exception, TSU‖ Or ―License Exception, ENC‖ by the USGOV, providing in each case the
Export Control Classification Number (and Paragraph, if applicable), — and the date of the USGOV finding in each case.

                                                                    47

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                Did you Receive
                                                                                                                   a License
                                                   Export Control                                                  Exception
                                                    Classification                                              ENC? Provide
                                                      Number            Did you                                    Applicable           USDOC/
                              Unbundled                 Card           Receive A          Did you Receive       Regulation e.g.,         BXA
                              Part                  Paragraph, If     Commodity              an Export              15 CFR              Date of
Product Component(s)          Number                 Applicable      Classification?          License?            742.15(b)(4)          Finding

     *                                    *                   *                                       *                      *                  *




3.       Licensor‘s Contact

Identify Licensor‘s export manager or contact responsible for filing or obtaining the export licenses or license exceptions for the Products.

         •   Not Applicable. This is a 3 party component purchased from Nortel Networks
                                              rd




Name:



Address:




Telephone Number:



                                                                        48

                                                   * CONFIDENTIAL TREATMENT REQUESTED
4.    Import License Information

Indicate in connection with each part number for each component whether any import license was applied for, granted or rejected, the name of
the country granting the license, and whether or not the license extends to Licensor‘s customers.

Not Applicable
                                                                                                             Indicate if
                                                                                                              License/
                                                                                                            Compliance
                                              Import           Import License/           License/         Filing to Import    Country Granting
                                        License/Compliance       Compliance           Compliance             Extends to        Import License/
Product                Unbundled               Filing           Filing Granted       Filing Number           Licensor‟s          Compliance
Component(s)          Part Number        Date Applied For        or Rejected            Indicated            Customer?             Filing




Identify your Company‘s Web Site, if any, where information can be found relating to the technical specifications and export or import of the
Products.

Not Applicable

                                                                      49
                                                                  EXHIBIT H

                                                   DESCRIPTION OF RESX SERVICES

The RESX online booking engine is a fully-automated online travel information and reservation system that gives travelers quick and easy
access to the information and tools they need to complete their own travel itineraries using a desktop PC or laptop.

Air, hotel, rail, and car rental bookings can be completed with a simple point and click reservation process. RESX allows travelers to build trip
templates that actually speeds the booking process by reducing the amount of steps required to complete a reservation. Requiring only a basic
Web browser, users can access the system anytime anyplace they have Internet access and a computer.

The RESX design is flexible and allows for customization and corporate branding. RESX provides group, as well as individual traveler-level
administration for quick company-wide policy updates. Built on the .NET technology platform RESX has an open-architecture that allows for
fast and simple integration to expense management systems and back office reconciliation systems.

The RESX booking engine was developed for the travel agency distribution model and all administration capabilities are intuitive to the user.
With proper training distributors of the product can easily provide all first level support and customer service for their clients.

                                                                       50
                                                                                                                                 Exhibit 10.20

                                                                 TRX, INC.

                                                        WARRANT AGREEMENT

      This Warrant Agreement (the ―Agreement‖) is entered into as of the 24 day of July, 2000 (the ―Effective Date‖), by and between TRX,
                                                                             th


Inc., a Georgia corporation (the ―Company‖) and American Express Travel Related Services Company, Inc., a New York corporation
(―Holder‖).

                                                             W I T N E S S E T H:

      WHEREAS, the Company has agreed to grant to Holder warrants (the ―Warrants‖) to purchase shares of Common Stock, $.01 par value
per share, of the Company (the ―Common Stock‖) in the amounts and subject to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

     1.    Grant of Warrants .

           Subject to the terms and conditions set forth herein, Holder shall have the right to purchase the number of shares of Common Stock
     of the Company (the ―Warrant Shares‖) set forth on Schedule 1 , subject to adjustment as provided on Schedule 1 and in Section 9 below.
     The Warrant Shares shall be divided into separate tranches (the ―Tranches‖), having separate exercise periods as provided in Section 3
     below.

     2.    Warrant Price .

           The price per Warrant Share (the ―Warrant Price‖) shall be (i) the price of a share of Common Stock offered in an initial public
     offering whereby the Common Stock of the Company will be available for purchase by the public (an ―IPO‖) or (ii) if an IPO has not
     occurred by July 1,2001, then the fair market value per share of Common Stock of the Company as of July 1, 2001 as determined
     pursuant to the provisions below. In connection with a determination of fair market value under subsection (ii) above, the Board of
     Directors of the Company shall submit a good faith determination of fair market value in writing to Holder by July 31,2001, which
     determination shall take into consideration any valuations of Company completed within the 90 day period preceding July 1, 2001, as
     well as circumstances arising since the date of such valuation. The Board of Director‘s determination of fair market value shall be binding
     on Holder unless Holder challenges such determination by providing written notice to Company by August 15, 2001, in which case
     Holder shall retain an independent nationally recognized investment bank selected by Holder, subject to the consent of the Company,
     whose consent shall not be unreasonably withheld or delayed. The investment bank shall render its determination of fair market value by
     September 15,2001, and the determination of fair market value by the investment bank shall be binding on Company and Holder.
     All expenses of such shall be borne by Holder. The Warrant Price as determined in this Section 2 shall be subject to adjustment as
     provided in Section 9 below.

     3.    Term .

           Each Tranche of Warrants shall be exercisable, in whole or in part, at any time and from time to time from the date such Tranche of
     Warrants first becomes exercisable (as set forth below) until 5:00 p.m., Atlanta, Georgia time on the fifth anniversary of the Effective
     Date. The Tranches of Warrants shall be exercisable as follows:

     Tranche 1 shall be exercisable at any time on and after the earlier of (i) the IPO, and (ii) July 1,2001.

     Tranche 2 shall be exercisable at any time on and after the date that Holder pays to Company or Company Affiliates (as defined
     below) * (as defined below) under the contracts between Holder and Company or Company Affiliates during any 365-day period.

     Tranche 3 shall be exercisable at any time on and after the date that Holder pays to Company or Company Affiliates     *    under the
     contracts between Holder and Company or Company Affiliates during any 365-day period.

     Tranche 4 shall be exercisable at any time on and after the date that Holder pays to Company or Company Affiliates     *    under the
     contracts between Holder and the Company or Company Affiliates during any 365-day period.

     ―Company Affiliates‖ means any entity which controls, is controlled by, or is under common control with Company.

     ―Revenues‖ mean any and all fees paid by Holder to the Company or Company Affiliates pursuant to the Services Agreement or any
     additional agreements entered into by Holder and Company or Company Affiliates.

Notwithstanding the foregoing, (i) the Company may make any Tranche of Warrants immediately exercisable by providing written notice to
Holder, and (ii) in the event that Holder has terminated that certain Service Bureau Agreement between Travel Technologies Group L.P. and
Holder of even date herewith pursuant to Section 10.8 thereof prior to Warrants in any Tranche becoming exercisable, then such Warrants shall
be forfeited and Holder shall have no further rights to such Warrants.

                                                                        -2-

                                               * CONFIDENTIAL TREATMENT REQUESTED
4.    Exercise of Warrants .

      (a) General . Upon satisfaction of the conditions set forth herein, the Warrants may be exercised by Holder‘s delivery to the
Secretary of the Company of a written notice of exercise executed by Holder (the ―Notice of Exercise‖). The Notice of Exercise shall be
substantially in the form set forth as Exhibit A, attached hereto and made a part hereof, and shall identify the number of Warrants that are
being exercised.

     (b) Partial Exercise . Holder may exercise Warrants to purchase fewer than all of the Warrant Shares then exercisable, but such
exercise may not be made for less than 40,000 Warrant Shares or the total remaining Warrant Shares subject to the Warrant, if less than
40,000 shares.

      (c) Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the
Warrants. With respect to any fraction of a share called for upon the exercise of the Warrants, an amount equal to such fraction multiplied
by the current Warrant Price shall be paid in cash to Holder.

      (d) Due Diligence . Upon three days advance written notice, Holder shall be entitled to perform reasonable due diligence of
Company in connection with Holder‘s proposed exercise of Warrants. All due diligence shall be performed during normal business hours
and in a manner so as to minimize disruption to Company. All information obtained in due diligence shall be subject to a confidentiality
agreement reasonably acceptable to Company. Holder‘s right to conduct due diligence is personal to Holder and nonassignable and may
only be exercised by Holder three times in any twelve-month period.

5.    Termination of Warrants .

      Notwithstanding any provision contained in this Agreement to the contrary, the Warrants shall not be exercisable either in whole or
in part from and after 5:00 p.m., Atlanta, Georgia time, on the fifth anniversary of the Effective Date.

6.    Early Termination

      If at any time the Company proposes to (i) sell, lease, exchange or convey all or substantially all of its property, business or assets
to any other entity, (ii) liquidate, dissolve or wind up the Company, whether voluntarily or involuntarily, or (iii) merge with or into any
other corporation or effect a reorganization in a transaction in which the shareholders of the Company immediately before the transaction
own, directly or indirectly, immediately after the transaction less than a majority of the outstanding voting securities of the surviving
entity (or its parent), then the Company shall give the Holder thirty (30) days notice of the proposed effective date of the transaction.
With respect to any Warrants which are not then exercisable, such Warrants shall become immediately exercisable (i) if Holder has
previously signed a contract with Company or a Company Affiliate, or (ii) if Holder within 10 days thereafter agrees to sign a contract
with Company

                                                                  -3-
or a Company Affiliate, either of which contains a firm, irrevocable commitment to pay Company or a Company Affiliate the Revenues
which would entitle Holder to exercise such Warrants. Warrants which are subject to exercise (including those by reason of the preceding
sentence) will terminate unless exercised by the effective date of the transaction.

7.    Assignment of Warrants .

      The Warrants are assignable by Holder, provided that any such assignment shall (i) be an assignment of no less than one-half of the
Warrants, and (ii) be in compliance with all applicable federal and state securities laws and regulations. Any purported assignment or
transfer in violation of this Section shall be null and void. Notwithstanding any assignment of Warrants made pursuant to this Section 7,
the Holder of a majority of unexercised Warrants shall, by operation of this Agreement, be designated as the party to speak for all Holders
of Warrants in connection with any valuation dispute resolution procedure or similar procedure outlined in this Agreement, and the
decision of such Holder shall be binding on all Holders.

8.    Medium and Time of Payment of Warrant Price .

      (a) General . The Warrant Price shall be payable by Holder upon exercise of the Warrants and shall be paid in cash, by certified or
official bank check or by wire transfer, in shares of the Common Stock (or by instructing the Company to retain shares otherwise issuable
upon exercise of the Warrants as payment), in other property or services acceptable to the Board of Directors as allowed by applicable
law, or any combination thereof.

      (b) Payment in Shares of the Common Stock . If Holder pays all or part of the Warrant Price with shares of the Common Stock
(including shares otherwise issuable upon exercise of the Warrants), the following conditions shall apply:

            (i) If such shares had previously been issued to Holder, Holder shall deliver to the Secretary of the Company a certificate or
     certificates free and clear of all liens, claims or encumbrances for shares of the Common Stock duly endorsed for transfer to the
     Company with signature guaranteed by a member firm of a national stock exchange or by a national or state bank (or guaranteed or
     notarized in such other manner as the Board of Directors may require);

           (ii) Such shares (including shares otherwise issuable upon exercise of the Warrants) shall be valued on the basis of the fair
     market value of the Common Stock on the date of exercise which shall be deemed to be the average of the daily closing prices of
     one share of the Common Stock for the 15 consecutive business day period ending on the day before the day in question as reported
     on the NASDAQ or such other exchange or inter-dealer quotation system or over-the-counter market on which the Common Stock
     is then listed for trading, provided that if the Common Stock is not listed on a national securities exchange or on an interdealer
     quotation system and is not regularly traded in the over-the-counter market, then the Company and Holder shall determine the fair
     market value of the Common Stock through good faith negotiations based upon

                                                                 -4-
           all relevant available facts, which may include opinions of independent experts as to value and may take into account any recent
           sales and purchases of such Common Stock to the extent they are representative (the ―Market Price‖); and

                (iii) If Holder delivers Common Stock with a value that is less than the Warrant Price, then Holder shall pay the balance of the
           Warrant Price in a form allowed under subsection (a) above.

           (c) Payment of Taxes . All shares of Common Stock which may be issued upon exercise of the Warrants shall, upon exercise, be
     duly authorized, validly issued, fully paid and nonassessable and without any preemptive rights. Company shall pay all expenses, taxes
     and other governmental charges with respect to the issue and delivery of the Warrant Shares, unless such tax or charge is imposed by law
     upon Holder. Company shall not be required, however, to pay any transfer tax or other similar charge imposed in connection with the
     issue of any certificate for shares of Common Stock in any name other than that of Holder, and in such case Company shall not be
     required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction
     of Company that no such tax or charge is due.

     9.     Anti-Dilution Adjustments .

           (a) Stock Dividends, Subdivisions and Combinations . If at any time the Company shall

                 (i) establish a record date for the determination of holders of record of its Common Stock for the purpose of entitling them to
           receive a dividend payable in, or other distribution of, shares of Common Stock,

                 (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

                 (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

then (I) the Warrant Shares for which the Warrants are exercisable immediately after the occurrence of any such event shall be adjusted to
equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which the Warrants
are exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and
(II) the Warrant Price shall be adjusted to equal (x) the Warrant Price multiplied by the Warrant Shares for which the Warrants are exercisable
immediately prior to the adjustment divided by (y) the Warrant Shares for which the Warrants are exercisable immediately after such
adjustment.

                                                                       -5-
           (b) Issuance of Additional Shares of Common Stock . If from and after the date that the Warrant Price is established pursuant to
     Section 2 above the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock in exchange for
     consideration in an amount per Additional Share of Common Stock less than the Warrant Price in effect immediately prior to such
     issuance or sale of Additional Shares of Common Stock, then (I) the Warrant Shares for which the Warrants are exercisable shall be
     adjusted to equal the number determined by multiplying the Warrant Shares for which the Warrants are exercisable immediately prior to
     such adjustment by a fraction (the ―Adjustment Fraction‖), of which

                (x) the numerator shall be the number of shares of Common Stock outstanding immediately after such issuance or sale of
           Additional Shares of Common Stock, and

                 (y) the denominator shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance or
           sale of Additional Shares of Common Stock plus (2) the number of shares of Common Stock which the aggregate amount of
           consideration, if any, received by the Company for the total number of such Additional Shares of Common Stock so issued or sold
           would purchase at the Warrant Price in effect immediately prior to such issuance or sale of Additional Shares of Common Stock;
           and

(II) the Warrant Price shall be adjusted to equal the price obtained by dividing the Warrant Price immediately prior to such adjustment by the
Adjustment Fraction; provided, that such adjustments shall be made only if the number of Warrant Shares for which the Warrants are
exercisable determined from such adjustment shall be greater than the number of Warrant Shares for which the Warrants are exercisable in
effect immediately prior to the issuance of such Additional Shares of Common Stock. The provisions of this Section 9(b) shall not apply to any
issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 9(a).

      ― Additional Shares of Common Stock ‖ means all shares of Common Stock issued by Company after the Effective Date other than (i)
pursuant to securities, options, and instruments outstanding as of the Effective Date, (ii) the Warrant Shares, (iii) shares issued in an IPO for
which adjustment is made as provided on Schedule 1, (iv) shares issued under employee stock option and equity incentive plans, and (v) shares
issued to strategic vendors, customers, and partners which in the aggregate amount to less than 3% of the fully diluted equity of the Company
over the term of the Warrant.

           (c) Issuance of Warrants or Other Rights . If at any time the Company shall establish a record date for the determination of Holders
     of record of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or
     by assumption in a merger in which the Company is the surviving corporation) issue or sell, any options, warrants or other rights to
     subscribe for or purchase any Additional Shares of Common Stock, whether or not the rights to exchange or convert thereunder are
     immediately exercisable, and the consideration received for such options, warrants or other rights shall be less than the Warrant

                                                                       -6-
Price in effect immediately prior to the time of such issue or sale, then the number of Warrant Shares and the Warrant Price shall be
adjusted as provided in Section 9(b). No further adjustments of the number of Warrant Shares or the Warrant Price shall be made upon
the actual issue of such Common Stock upon exercise of such options, warrants or other rights.

      (d) Other Provisions Applicable to Adjustments Under this Section . The following provisions shall be applicable to the making of
adjustments of the Warrant Shares for which the Warrants are exercisable and the Warrant Price at which such Warrant Shares may be
purchased upon exercise of this Warrant provided for in this Section 9:

           (i) Computation of Consideration . To the extent that any Additional Shares of Common Stock or any options, warrants or
     other rights to subscribe for or purchase any Additional Shares of Common Stock shall be issued for cash consideration, the
     consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such
     Additional Shares of Common Stock are offered by the Company for subscription, the subscription price, or, if such Additional
     Shares of Common Stock are sold to underwriters or dealers for public offering without a subscription offering, the public offering
     price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation,
     discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance
     thereof). To the extent that such issuance shall be for a consideration other than cash, then except as herein otherwise expressly
     provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such
     issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or
     any options, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock shall be issued in
     connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be
     the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of
     the non-surviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common
     Stock, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable
     pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the
     Company for issuing such options, warrants or other rights plus the additional consideration payable to the Company upon exercise
     of such options, warrants or other rights. In case of the issuance at any time of any Additional Shares of Common Stock in payment
     or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received
     for such Additional Shares of Common Stock a consideration equal to the amount of such dividend so paid or satisfied.

           (ii) When Adjustments to Be Made . The adjustments required by this Section 9 shall be made whenever and as often as any
     event requiring an adjustment shall occur, except that any adjustment of the Warrant Shares for which the Warrants are

                                                                -7-
     exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the
     Common Stock, as provided for in Section 9(a)) up to, but not beyond the date of exercise if such adjustment either by itself or with
     other adjustments not previously made adds or subtracts less than 1% of the Warrant Shares for which the Warrants are exercisable
     immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount
     (except as aforesaid) which is postponed shall be carried forward and made on the earlier of the date of exercise or the date on
     which such adjustment, together with other adjustments required by this Section 9 and not previously made, would result in a
     minimum adjustment. For the purpose of any adjustment, any event shall be deemed to have occurred at the close of business on the
     date of its occurrence.

           (iii) Fractional Interests . In computing adjustments under this Section 9, fractional interests in the Common Stock shall be
     taken into account to the nearest 1/10th of a share.

            (iv) When Adjustment Not Required . If the Company shall establish a record date for the determination of Holders of record
     of the Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and
     shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend,
     distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the establishment of such
     record date and any such adjustment previously made in respect thereof shall be rescinded and annulled.

           (v) Challenge to Good Faith Determination . Whenever the Board of Directors of the Company shall be required to make a
     determination in good faith of the fair market value of any item under this Section 9, such determination may be challenged in good
     faith by Holder and any dispute shall be resolved by a business valuation or appraisal firm of recognized national standing selected
     by the Company and reasonably acceptable to Holder. The fees of such valuation or appraisal firm (or investment banker) shall be
     borne by such Holder if the determination of fair market value by such firm is greater than or equal to 90% of the Company‘s
     determination of fair market, and otherwise by the Company.

      (e) Exceptions to Adjustment of Warrant Price and Warrant Shares . Anything herein to the contrary notwithstanding, the Company
shall not make any adjustment of the Warrant Price or the number of Warrant Shares in the case of the issuance of the Warrant, any
adjustment in the number of shares issuable upon exercise of the Warrant or the Warrant Price therefor, or the issuance of shares of
Common Stock upon exercise of the Warrant.

      (f) Chief Financial Officer‘s Certificate . Upon each adjustment of the Warrant Price and upon each change in the number of
Warrant Shares issuable upon the exercise of this Warrant, then and in each such case, the Company will promptly obtain a certificate of
the chief financial officer of the Company, stating the adjusted Warrant Price and the new number of Warrant

                                                                 -8-
Shares so issuable, or specifying the other shares of the Common Stock, securities or assets and the amount thereof receivable as a result
of such change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is
based. The Company will promptly mail a copy of such certificate to Holder, and such calculation shall be binding upon Holder unless
challenged in writing by Holder within 60 days; provided, however, Holder shall not be bound by such calculation if it fails to challenge
within 60 days if the underlying information provided in the certificate is incorrect.

      (g) Notice of Certain Proposed Actions . In the event the Company shall propose to take any action of the types described in
Sections 9(a) or (c), the Company shall forward, at the same time and in the same manner, to Holder such notice, if any, that the
Company shall give to Holders of any class or series of capital stock of the Company. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such action.

    (h) Treasury Shares . The sale or other disposition of any Common Stock theretofore held in the treasury of the Company shall be
deemed to be an issuance thereof.

10.   Agreement of Holder .

      Holder acknowledges that it has read this Agreement and understands the following:

     (a) Agreement Restrictions . Certain restrictions may apply with respect to the Warrant Shares acquired by Holder pursuant to the
terms and provisions of this Agreement.

      (b) Securities Restrictions . The Warrant Shares acquired by Holder upon exercise of the Warrants have not been registered under
the Securities Act of 1933, as amended, or the securities laws of any state. If the Company, upon advice of counsel, determines such
action is necessary or desirable, no Warrant Shares shall be issued to Holder unless, at the time of issuance, Holder (i) represents and
warrants that it will acquire the Warrant Shares for investment only and not for purposes of resale or distribution, and (ii) makes such
further representations and warranties as are deemed necessary or desirable by the Company with regard to holding and resale of the
Warrant Shares. Holder shall, upon the request of the Company, execute and deliver to the Company an agreement or affidavit to such
effect. All certificates representing the Warrant Shares issued pursuant to this Agreement shall be marked with the following restrictive
legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable:

The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of
any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with
respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company
of a favorable opinion of counsel

                                                                 -9-
or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment,
encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any
state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in
violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof
by the Company.

       (c) Lockup . Holder and any recipient of Warrant Shares, by this Agreement and by acceptance of such Warrant Shares, agree to
sign and be subject to a lock-up agreement with the Company‘s underwriters in connection with an IPO. The lockup agreement will
restrict the sale of the Warrant Shares for a period equal to the period restricting insiders of the Company from selling securities (which
period shall not exceed 180 days from the date of an underwritten offering of the Company‘s securities).

11.   Delivery of Stock Certificates .

     As promptly as practical after the date of exercise of the Warrants and the receipt by the Company of full payment therefor, the
Company shall deliver to Holder a stock certificate representing the Warrant Shares acquired by Holder pursuant to its exercise of the
Warrants.

12.   Notices .

      All notices or other communications hereunder shall be in writing and shall be effective (i) when personally delivered by courier
(including overnight carriers) or otherwise to the party to be given such notice or other communication or (ii) on the third business day
following the date deposited in the United States mail if such notice or other communication is sent by certified or registered mail with
return receipt requested and postage thereon fully prepaid. The addresses for such notices shall be as follows:

If to the Company:

      TRX, Inc.
      6 W. Druid Hills Drive
      Atlanta, Georgia 30329
      Attention: Chief Financial Officer

                                                                 -10-
     If to Holder:

            American Express Travel Related Services Company, Inc.
            10040 25th Avenue
            Phoenix, Arizona 85021
            Attention: Margaret Brownlee

            with a copy to:

            American Express Travel Related Services Company, Inc.,
            American Express Tower
            World Financial Center
            New York, New York 10285-4900
            Attention: Office of the General Counsel

Any party hereto, by notice of the other party hereunder, may change its address for receipt of notices hereunder.

      13.   Miscellaneous .

           (a) The granting of the Warrants and the execution of this Agreement shall not give Holder any rights to similar grants in future
     years.

          (b) Unless and except as otherwise specifically provided in this Agreement, Holder shall have no rights of a stockholder with
     respect to any Warrant Shares covered by the Warrants until the date of issuance of a stock certificate to it for such Warrant Shares.

           (c) If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a
     Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day
     not a legal holiday.

           (d) If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal regulatory agency of
     competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in
     this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court
     or regulatory agency determines that this Agreement will not permit Holder to acquire the full number of Warrant Shares as provided in
     Section 1 hereof, it is the express intention of the Company to allow Holder to acquire such lesser number of Warrant Shares as may be
     permissible without any amendment or modification hereof.

          (e) This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, without regard to laws
     regarding conflict of laws. In the event any legal

                                                                      -11-
proceeding is brought to enforce or interpret the provisions of this Agreement, the parties hereby agree to submit to the exclusive
jurisdiction of the federal, district or state court located in Fulton County, Georgia, which shall be the venue for all such proceedings.

      (f) This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or
written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

      (g) Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

      (h) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement, and the signatures of any party or any counterpart shall be deemed to be a signature to, and may be appended
to, any other counterpart.

                                                                  -12-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.

                                                                          TRX, INC.

                                                                          By:         /s/ Ralph Manaker
                                                                          Name:       Ralph Manaker
                                                                          Title:      Executive Vice President

                                                                          AMERICAN EXPRESS TRAVEL RELATED
                                                                          SERVICES COMPANY, INC.:

                                                                          By:
                                                                          Name:       Margaret Brownlee
                                                                          Title:      Senior Vice President

                                                           -13-
                                                                  Schedule 1

Number of Warrant Shares

Tranche 1:          A number of shares of Common Stock equal to one quarter of one percent (.25%) of the Company‘s fully diluted
                    capitalization as of the Effective Date, or 24,723 shares of Common Stock.
Tranche 2:          A number of shares of Common Stock equal to one quarter of one percent (.25%) of the Company‘s fully diluted
                    capitalization as of the Effective Date, or 24,723 shares of Common Stock.
Tranche 3:          A number of shares of Common Stock equal to one half of one percent (.5%) of the Company‘s fully diluted capitalization
                    as of the Effective Date, or 49,447 shares of Common Stock.
Tranche 4:          A number of shares of Common Stock equal to one percent (1.0%) of the Company‘s fully diluted capitalization as of the
                    Effective Date, or 98,894 shares of Common Stock.

     Notwithstanding the foregoing, in the event of an IPO (as defined in Section 2), the number of Warrant Shares still subject to exercise in
each Tranche shall be adjusted to equal the pro-rata unexercised portion of the stated percentage of the Company‘s fully diluted capitalization
immediately after the IPO (excluding shares of Common Stock resulting from Holder‘s exercise of the Warrant).

     By way of example, if the Company has 1,000,000 shares of Common Stock outstanding on a fully diluted basis as of the Effective Date,
Holder would be entitled to 2,500 Warrant Shares in Tranche 1 (1,000,000 x .25% = 2,500).

      If an IPO occurs in which the Company issues an additional 4,000,000 shares of Common Stock and Holder has not exercised any of the
Warrants in Tranche 1, then the number of Warrant Shares in Tranche 1 would be adjusted to equal .25% of the Company‘s fully diluted
capitalization after the date of the IPO, or 12,500 Warrant Shares (5,000,000 x .25% = 12,500).

     If Holder had exercised one-half of the Warrants in Tranche 1 prior to the IPO, the remaining Warrants Share subject to exercise in
Tranche 1 would be adjusted to equal 6,250 shares (.5 x 5,000,000 x .25% = 6,250).

                                                                      -14-
                                                                       EXHIBIT A

                                                                       TRX, INC.

                                                    NOTICE OF EXERCISE OF WARRANTS

     This Notice of Exercise is given pursuant to the terms of the Warrant Agreement, dated      , 2000 (the ―Agreement‖) between
TRX, Inc. (the ―Company‖) and American Express Travel Related Services Company, Inc. (the ―Holder‖), which Agreement is made a part
hereof and incorporated herein by reference.

     EXERCISE OF WARRANTS . Holder hereby elects to purchase                           shares of Common Stock pursuant to the Agreement.
Holder hereby delivers, together with this written statement of exercise, the full Warrant Price with respect to the purchase of the shares.

      ACKNOWLEDGMENT . Holder hereby acknowledges that, to the extent it is an ―affiliate‖ of the Company (as that term is defined in
Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the shares have not been registered under the
Securities Act of 1933, as amended, or applicable state securities laws, any shares of the Company‘s Common Stock acquired by it pursuant to
this Notice are subject to, and the certificates representing such shares shall be legended to reflect, certain trading restrictions under applicable
securities laws (including particularly the Securities and Exchange Commission‘s Rule 144), all as described in Section 10 of the Agreement
and Holder hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Company may
require in connection with such restrictions.

      Executed this                day of                ,         .

                                                                                          American Express Travel Related Services
                                                                                          Company, Inc.:

                                                                                          By:
                                                                                          Name:
                                                                                          Title:

                                                                                          TRX, Inc. hereby acknowledges receipt of this Notice of
                                                                                          Exercise and receipt of payment in the form and amount
                                                                                          indicated above, all on this             day
                                                                                          of              ,           .

                                                                                          TRX, Inc.

                                                                                          By:
                                                                                          Name:
                                                                                          Title:

                                                                         -15-
                                                                                                                                      Exhibit 10.21

                                                         TRX DATA SERVICES, INC.
                                                          SERVICE AGREEMENT

This Service Agreement (this ―Agreement‖) is made and entered into this 1st day of July 1st, 2004 (the ―Effective Date‖) by and between TRX
Data Services, Inc. a Virginia corporation with offices located at 8405 Greensboro Drive, Suite 140, McLean, VA 22102 USA (hereinafter
―TRX‖) and American Express Travel Related Services Company, Inc., with offices located at World Financial Center, 200 Vessey Street,
New York, New York 10285 (hereinafter ―Client‖).

                                                                 BACKGROUND

      TRX provides travel-related information gathering and reporting tools to its customers in a service bureau format. Client wishes to utilize
the service bureau services in its business under the terms and conditions set forth herein. For good and valuable consideration, the parties
agree as follows:

1.    Definitions .

     a. Confidential Information . Means nonpublic proprietary information other than Trade Secrets, of value to its owner, and any data or
information defined as a Trade Secret but which is determined by a court of competent jurisdiction not to be trade secret under applicable law.

     b. Custom Modifications . Means changes to the Software, requested by Client and made by TRX that change existing functionality of the
Software to meet specific needs of Client. Client will be charged an additional fee to be negotiated and agreed upon in writing for any Custom
Modifications. Ownership of all Custom Modifications and all proprietary rights related thereto shall remain with TRX.

      c. Intellectual Property Rights . Means any and all now known or hereafter known tangible and intangible worldwide patents, copyrights,
moral rights, trademarks, Trade Secrets, Confidential Information or other intellectual property rights, whether arising by operation of law,
contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now
or hereafter in force (including any rights in the foregoing).

       d. Proprietary Information . Means, collectively and without regard to form, any third party information that either party has agreed to
treat as confidential, information regulated by state or federal law concerning disclosure or use, Confidential Information, and Trade Secrets.

     e. Service Bureau Facility . Means the computer facility located at TRX‘s Virginia office, or other facilities from time to time as
designated by TRX, from which TRX will provide Services to Client.

      f. Services . Means access to, use and support of the Software known as ―DATATRAX‖ including Custom Modifications, if any, and any
other services to be provided under this Agreement, if any, to be provided by TRX to Client hereunder. Such services are more particularly
described in Exhibit A .

                                                                         1
      i. Software . Means TRX‘s DATATRAX software and related documentation utilized by TRX to provide the Services including all
derivative works, updates, and enhancements thereto.

      j. Trade Secrets . Means information which: (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.

     k. Work Order . Means the form attached hereto as Exhibit C used to describe the Service Provider Services to be provided under this
Agreement.

2.    Grant of Rights .

      a. Client Rights . On the Effective Date, TRX grants to Client, and Client accepts, a nonassignable, nontransferable, and nonexclusive
limited right for Client to access and use the Services solely for Client‘s internal use during the Term, subject to the provisions of this
Agreement. This right is personal to Client. In the event that the parties wish to expand this grant of rights to include another affiliated entity or
Client‘s customers‘ use of the Services, such right shall only be granted upon the execution of a written amendment to this Agreement.

      b. Reservation of Rights . TRX reserves the right, in its sole discretion and with prior notice to Client, to modify, discontinue, add, adapt,
or otherwise change any design or specification of the Services and/or TRX's policies, procedures, and requirements specified in or related
hereto.

     c. Exclusivity . For the period beginning upon execution of this Agreement and continuing for a period of * , Client shall receive
exclusive access to those reports listed in Exhibit B (―Exclusivity Period‖). At the end of the Exclusivity Period, TRX shall have the right to
market those DATATRAX reports at its discretion.

3.    Provision of Services .

TRX shall provide the Services as detailed as in Exhibit B and Client shall accept the Services provided by TRX upon the terms and conditions
provided herein. The parties may agree on the provision of additional Services, including Custom Modifications upon the execution of a Work
Order in the form attached as Exhibit C . The terms and conditions of this Agreement apply to all Work Orders executed hereunder.

4.    TRX‟s Proprietary Rights; Client Restrictions.

      a. TRX Ownership . TRX owns and shall retain all right, title and interest in and to the Intellectual Property Rights in the Services, and
the Proprietary Information of TRX, including without limitation all Software, Custom Modifications, if any, source and object code,
specifications, designs, processes, techniques, concepts, improvements, discoveries and inventions, including without limitation any
modifications, improvements or derivative works thereof and all works of authorship created, invented, reduced to practice, authored,
developed, or delivered by TRX or any third party, either solely or jointly with others, arising from this

                                                                          2

                                                * CONFIDENTIAL TREATMENT REQUESTED
Agreement or any amendment to it, including without limitation all copies and portions thereto, whether made by or under the direction of TRX
or Client (―TRX Intellectual Property‖).

      b. Nondisclosure . Client acknowledges that the Services, Custom Modifications, if any, and other information provided by TRX to Client
represent Proprietary Information of TRX and the source code that underlies the Services is a Trade Secret owned by TRX. Each party agrees
with the other (i) to hold the Proprietary Information in the strictest confidence, (ii) not to, directly or indirectly, copy, reproduce, distribute,
manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third
party, subject to the provisions of subsection (iv) below, (iii) not to make use of the Proprietary Information other than for the permitted
purposes under of this Agreement, and (iv) to disclose the Proprietary Information only to their respective representatives requiring such
material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent
with this Agreement. Each party hereto shall institute internal operating procedures to assure limited access and use of Proprietary Information
consistent with this Agreement, and shall exercise due care to monitor and ensure compliance with this Agreement. The nondisclosure and
confidentiality obligations set forth in this Section 4(b) shall survive termination of this Agreement for any reason and shall remain in effect
with respect to Trade Secrets for as long as the owner of such information is entitled to protection thereof and with respect to Confidential
Information for a period of five (5) years after termination hereof.

      c. Acceptable Use . Client shall not, and will not permit others to, engage in activities prohibited by TRX (and will investigate any alleged
violations thereof), including, without limitation: (i) intentionally accessing data not intended for Client‘s use, (ii) attempting to breach security
or authentication measures without proper authorization or interfering with the Services, (iii) taking any action in order to obtain Services to
which Client is not entitled, or (iv) assisting or permitting any persons in engaging in any of the activities described above.

      d. By virtue of this Agreement, Client acquires only the non-exclusive right as described above to receive the Services provided by TRX
through the use of TRX‘s proprietary Software and related documentation, and does not acquire any license thereto or any rights of ownership
in such materials, including any Custom Modifications. Client is specifically prohibited from reselling, licensing, or sublicensing the Software
or establishing its own service bureau.

      e. Client agrees not to remove, alter or conceal any product identification, copyright notices, or other notices or proprietary restrictions
from the Client documentation provided to Client by TRX, and to reproduce any and all such notices on any copies of such materials. In the
event that Client wishes to display Client‘s own trademarks, trade names, and service marks on the Internet in connection with its use of the
Services (―Private Label‖), the parties may mutually agree to amend this Agreement in writing and Client will be charged an additional fee.

5.    Client Support Services .

      a. Services Provided . During the term of this Agreement, TRX will provide the following support services to Client:

            (i) Second Level Support: TRX will provide reasonable consultation and support via Internet or telephone to Client‘s designated
      representative regarding the

                                                                          3
operation of the Services up to * . Client may purchase additional support at the hourly rate stated in Exhibit E. Client‘s designated
representative shall provide support to Client‘s internal users.

      (ii) Error Correction: In the event Client encounters an error, bug or malfunction in the Services, Client‘s designated representative
shall describe the problem to TRX in writing and shall indicate Client‘s assessment of the severity of same. Severity Levels are described
below:

      (a)        Level A. Critical Problem . A ―Critical Problem‖ shall mean a problem resulting in the inability of Client to utilize Services
                 or a problem that causes a critical data integrity defect, such as reporting of substantially incomplete, inaccurate or corrupted
                 data.

      (b)        Level B. Major Problem . A ―Major Problem‖ shall mean a problem that materially restricts the utilization of the Services
                 but that does not render the Services unusable, such as the inability to run a major application, function or feature, or a
                 failure that requires ongoing intervention to maintain productive use.

      (c)        Level C. Minor Problem . A ―Minor Problem‖ shall mean a problem that does not materially restrict use of the Services but
                 does cause less significant features (that are not critical to the operation) to be unavailable.

      (d)        Acknowledgement. Client acknowledges that problems may not be within TRX‘s ability to control or fix. TRX shall use
                 reasonable best efforts to verify the cause of the problem, and if the error is due to any act or omission of TRX, TRX‘s sole
                 obligation shall be to use its reasonable efforts to correct the reported problem. TRX shall have no obligation regarding any
                 problem that is outside of its control or otherwise not due to any act or omission of TRX.

      (e)        Service Levels.

     (i) TRX shall respond to such problems reported by Client within the following timeframes:

            a.      *    for a Critical Problem; and

            b.      *    for Major or Minor Problems.

      (ii) TRX will respond in writing to each report with an estimate of the time necessary to resolve the reported error, efforts made to
escalate problem resolution if needed, and will advise Client in writing when remedies have been implemented. TRX shall exercise all
commercially reasonable efforts to correct the problem as promptly as possible.

     (iii) In addition, with respect to a Critical Problem report, TRX will: (a) assign a data analyst to identify the Critical Problem, (b)
provide Client

                                                                       4

                                             * CONFIDENTIAL TREATMENT REQUESTED
     with reports every * on the status of corrections, and (c) exercise reasonable efforts on an urgent first priority basis to provide Client
     with a workaround or a fix. TRX shall use its best efforts to resolve all Critical Problems within * . TRX shall use reasonable efforts
     to resolve all Major Problems within five business days.

           (iv) In the event of such an error, bug or malfunction which the parties mutually agree has caused a material adverse effect on
     Client‘s use of the Services which error, bug or malfunction cannot be corrected by TRX, the Client may, as its sole remedy, * . In
     the event of * , if a Work Order has been commenced but not completed, TRX shall * for such incomplete Work Order. Client
     acknowledges that TRX shall have no obligation to correct any error, bug or malfunction in the Services that is not due to any act or
     omission of TRX.

      b. Training . TRX shall provide * for up to * Client personnel upon payment of the implementation fee specified by TRX.
Client shall be responsible for its own expenses associated with such training. TRX shall provide up to * of additional implementation
training via telephone, email, or internet at no additional charge.

      c. Responsibilities Of Client . Throughout the term of this Agreement, and as a condition of TRX‘s obligation to provide services under
this Agreement, Client agrees that it will:

           (i) Provide all information reasonably requested by TRX to assist in identifying and solving reported errors.

           (ii) Designate one operational Client Representative (the initial Client Representative being named on Exhibit D ) who will be the
     contact person through which all support and/or problem communications will be made. Client may, from time to time, change the
     designated operational Client Representative, which change shall be effective only upon TRX‘s receipt of written notice thereof. At no
     time shall Client have more than one (1) operational Client Representative. Client shall ensure that any appointed operational Client
     Representative is knowledgeable in the operation and use of the TRX Services, any operating system(s) and hardware installed at the
     Client‘s site used to access the Services.

6.    Pricing and Payment .

      a. The fees for the Services provided pursuant to the Agreement are set forth on Exhibit E attached hereto. Client paid the Implementation
Fee upon signing the term sheet. The annual Maintenance Fee is due July 1 of each year of this Agreement. Client will not be invoiced for
                                                                            st


a * . Beginning the October 1, 2004, Client will prepay the applicable * listed in Exhibit E. All * shall be prepaid no later
than * in immediately available U.S. Dollars without withholding deduction or offset. In the event that the actual Transaction Fees
incurred by Client * exceed the *

                                                                       5

                                              * CONFIDENTIAL TREATMENT REQUESTED
   * , Client will be invoiced * concurrent with the following * . Prepayment is not contingent upon Client‘s collection efforts from
its customers. Client shall pay interest on all amounts not paid when due at the rate of 1.5% per month or the highest lawful rate, if less. TRX
shall have the right to suspend the Services or terminate this Agreement for nonpayment upon ten (10) days written notice.

      b. If, in good faith, Client disputes any invoice amount, Client shall promptly provide TRX with written notice of such dispute (―Dispute
Notice‖) including a statement of the amount and the nature of the dispute. Client shall not be relieved of payment of any undisputed amounts
in the event that Client provides a Dispute Notice. The parties agree to work in good faith to resolve the dispute within seven (7) days following
receipt of Dispute Notice by TRX. If no mutually agreeable resolution is reached within such period, TRX may, in its sole discretion elect to
continue to attempt to resolve the dispute or to submit the matter to binding arbitration in accordance with Section 10 hereof.

      c. TRX may provide written notice of its intention to increase fees in any term after the initial term. TRX will work in good faith to
provide notice of such increase to Client at least 365 days prior to the beginning of a new term. If the proposed new fees are unacceptable to
Client, Client may terminate this Agreement without penalty at the end of the current term on at least one hundred eighty (180) days prior
written notice.

      d. Notwithstanding Section 6(c) above, TRX may, once per year during the term of this Agreement, in its reasonable discretion and upon
reasonable notice to Client, increase the fees by the greater of * or the percentage increase in the Consumer Price Index for Urban
Consumers (CPI-U), as reported by the U.S. Department of Labor, Bureau of Labor Statistics, for the twelve (12) months preceding the notice
by TRX of such increase in fees. In no event shall TRX increase its fees more than once annually (where such annual period is determined by
the Effective Date).

      e. The fees for the Services do not include any charge for taxes, and Client is solely responsible for paying any and all federal, state and
local taxes (including without limitation any and all sales or use taxes or export/import taxes and customs duties) attributable to the Services
rendered by TRX in connection with this Agreement, excluding only taxes based upon the net income of TRX. To the extent Client is obligated
to pay any state or local taxes incurred as a result of the rendition of Services within the State of Virginia, TRX will collect and remit such
taxes on behalf of Client only in such cases where TRX is legally obligated to collect and remit such taxes in Virginia. In all other jurisdictions,
Client will bear the sole responsibility to properly self-assess and remit to the proper taxing authorities any federal, state, or local taxes incurred
as a result of the Services performed under this Agreement and/or any tax incurred as a result of any tangible personal property transferred or
used by Client incident to such Services. Client will indemnify and pay to TRX any taxes and/or penalties and interest for which TRX is
claimed to be liable as a result of the Services performed under this Agreement. Should TRX be assessed under audit within any jurisdiction for
any alleged deficient tax liabilities owed or alleged as a result of the Services performed under this Agreement, and Client has, in fact, paid
such taxes, Client will provide appropriate documentation to the applicable taxing jurisdiction as proof that such taxes have been paid
accordingly. Any reference in this Agreement, or any

                                                                          6

                                                * CONFIDENTIAL TREATMENT REQUESTED
exhibit hereto, to the term ―taxes‖ shall be construed to mean all United States federal, state and local taxes.

     f. Client will reimburse TRX for any reasonable expenses (e.g. transportation) incurred as a result of the performance of Services in
accordance with this Agreement. Such expenses will be subject to prior written approval by Client in advance.

7.    Limited Warranty .

      a. TRX represents and warrants that it will provide the Services hereunder in a timely, workmanlike fashion and in accordance with
industry standards.

    b. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICES ARE PROVIDED AS-IS AND TRX MAKES NO
EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES, OR ANY OTHER MATTER, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUALITY OR FITNESS FOR A PARTICULAR
PURPOSE. TRX DOES NOT WARRANT THAT ALL ERRORS CAN OR WILL BE CORRECTED OR THAT THE SERVICES WILL
OPERATE WITHOUT ERROR.

8.    Limitations of Liability .

NEITHER TRX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO CLIENT FOR ANY CLAIMS
FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES PROVIDED BY THIS
AGREEMENT OR A BREACH OF THE AGREEMENT, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF
WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. TRX‘S
MAXIMUM LIABILITY FOR ANY DAMAGES OR INJURIES TO CLIENT HEREUNDER SHALL NOT EXCEED THE TOTAL
SERVICE FEE PAID BY CLIENT FOR THE SERVICES PROVIDED HEREUNDER FOR ONE (1) YEAR IMMEDIATELY
PRECEEDING THE YEAR IN WHICH THE CLAIM AROSE, REDUCED BY ANY AMOUNTS OWED TO TRX BY CLIENT. THIS
LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION.

9.    Term and Termination .

      a. The initial term of this Agreement shall be three years from July 1,2004 and shall automatically renew for successive one (1) year
terms unless either party provides notice of termination at least one hundred eighty (180) days prior to the end of the current term. The period
beginning December 5, 2003 through June 30, 2004 will be defined as the implementation period. July 1, 2004 through September 30, 2004
will be a ramp up period.

      b. Either party may terminate this Agreement and rights granted herein if the other party breaches any of the provisions of this Agreement
and fails to remedy such breach within thirty (30) days after receiving written notice thereof. Termination of this Agreement shall not constitute
either party‘s exclusive remedy for breach or non-performance by the other party, and each party shall be entitled to seek all other available
remedies, both legal and equitable, including injunctive relief.

                                                                          7
       c. Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for
the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of bankruptcy
against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy
act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree entered against it by a court of competent
jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party‘s
property or providing for the liquidation of such party‘s property or business affairs; then, in any such event, the other party, at its option and
without prior notice, may terminate this Agreement effective immediately.

      d. Either party may terminate this Agreement for no cause effective upon at least sixty (60) days written notice. In the event that Client
elects to terminate without cause in the first twelve months of the initial term of this Agreement, a termination fee of $40,000 will be due. If
Client elects to terminate without cause after completion of the first year of the initial term of the Agreement, the termination fee payable will
equal a prorated portion of $40,000 determined by the number of months remaining from the effective date of termination to October 31, 2005.
Client will not be subject to an early termination fee after October 31, 2005. Any termination fee owed to TRX shall be in addition to any other
fees that are owed to TRX pursuant to this Agreement prior to the effective date of termination. This termination fee shall be in lieu of any
other fees that otherwise would accrue under this Agreement following the effective date of the termination.

    e. Upon termination of this Agreement for any reason, TRX shall immediately terminate access to the Services. Client shall return all
documentation related to the Services.

      f. Where the context or wording of a section indicates, the terms of this Agreement shall survive its termination, including, without
limitation, Sections 4, 6a, 7, 8, 9e, 10, and 11 hereof.

10.   Dispute Resolution.

Except for claims seeking injunctive relief for which court relief may be sought, the parties shall arbitrate any dispute resulting from or arising
as a result of this Agreement. Any such arbitration shall be in accordance with the commercial rules of the American Arbitration Association
(―AAA‖). Any such arbitration shall be held in Atlanta, Georgia USA and directed by the AAA. Notwithstanding the foregoing or the
then-current specified commercial rules of the AAA, the following shall apply with respect to the arbitration proceeding: (a) the arbitration
proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5)
days after receipt by the AAA of the demand for arbitration, the AAA shall make the appointment in its sole discretion (provided such
arbitrator shall have experience and knowledge of software and service bureau transactions; and (b) the existence, subject, evidence,
proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclose by either
party, their representatives, or the arbitrator except: (i) to the professional advisors of each of the parties; (ii) in connection with a public
offering of securities of either of the parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any
applicable governmental statute or regulation.

                                                                          8
11.   General

      a. The language of this Agreement, the reports and documents required by it or arising in connection with it and of negotiations between
the parties shall be in English.

      b. This Agreement, including the Exhibits and Schedules attached hereto, represents the entire understanding and agreement between the
parties with respect to the subject matter hereof, and supersedes any and all previous discussions and communications. Any subsequent
amendments and/or additions hereto are effective only if in writing and signed by both parties. Client may not assign its rights or obligations
under this Agreement without the prior written consent of TRX. Subject to the foregoing limitation on assignment, this Agreement is binding
upon and inures to the benefit of the successors and assigns of the respective parties hereto.

       c. This Agreement has been made, executed and delivered in the State of Georgia, United States of America, in which state the offices of
TRX are located. Accordingly, the parties invoke the laws of the State of New York, USA, regarding the protection of their rights and
enforcement of their obligations hereunder and they mutually stipulate and agree that this Agreement is in all respects (including but not
limited to, all matters of interpretation, validity, performance and the consequences of breach and termination) to be exclusively construed,
governed and enforced in accordance with the internal laws of the State of New York, USA, excluding all conflict of laws rules as from time to
time amended and in effect. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Except as
provided in Section 10 (Arbitration) and Section 11d (Injunctive Relief), any action related to or arising out of this Agreement shall be venued
solely in the Federal District Court for the Southern District of New York and the parties irrevocably commit to the jurisdiction of said courts.
It is acknowledged that all Services performed by TRX on behalf of Client under this Agreement are to be performed within the State of
Virginia.

       d. In the event Client is in breach, or threatens to breach any covenants of this Agreement, Client acknowledges and agrees that TRX will
be greatly damaged and that such breach(es) will be irreparable and difficult to quantify; therefore, TRX may apply to any court of competent
jurisdiction in the United States (or any other jurisdiction accepting jurisdiction under this specific provision of the Agreement), who,
notwithstanding the provisions of Section 11c (Governing Law), will apply the laws of its own jurisdiction in determining whether relief shall
be granted to TRX, for injunctive or other equitable relief to restrain such breach or threat of breach, without impairing, invalidating, negating
or voiding TRX‘s rights to relief either at law or in equity. In the event that any or all of the covenants hereunder are determined by the court of
competent jurisdiction to be invalid or unenforceable, by reason that the breadth of restrictions are too great, or for any other reason, these
covenants shall be modified and interpreted to extend over the maximum geographic area, period of time, range of activities or other
restrictions to which they may be enforceable.

     e. Headings of paragraphs in this Agreement are inserted for convenience only, and are in no way intended to limit or define the scope
and/or interpretation of this Agreement.

       f. The failure of either party at any time to require performance by the other party of any provision hereof is not to affect in any way the
full rights of such party to require such performance at any time thereafter, nor is the waiver by either party of a breach of any provision hereof
to be taken or held to be a waiver of the provision itself or any future breach.

                                                                         9
      g. The parties hereto are independent contractors, and nothing in this Agreement is to be construed to create a partnership, joint venture,
or agency relationship.

      h. If any part, term, or provision of this Agreement is held to be illegal, unenforceable, or in conflict with any law of a federal, state, or
local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions are not to be affected thereby.

      i. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service, overnight courier or by first
class mail, postage prepaid to the addresses appearing at the beginning of this Agreement, or as changed through written notice to the other
party. Notice given by personal service or overnight courier shall be deemed effective on the date it is delivered to the addressee, and notice
mailed shall be deemed effective on the fifth (5th) business day following its placement in the mail addressed to the addressee.

      j. No party shall be liable for failure to perform or delay in performing all or any part of its obligations under this Agreement to the extent
that such failure or delay is due to any cause or circumstance reasonably beyond the control of such party including, without limitation, acts of
God, fire, flood, storms, earthquake, strike or other labor dispute, acts of terrorism, government requirement, or civil or military authority. The
party affected by such an event shall promptly notify the other party in writing. The party so affected shall take reasonable steps to resume
performance with the least possible delay.

      k. TRX may, in its sole discretion, assign its maintenance and support obligations under this Agreement to a TRX authorized agent so as
long as such agent provides maintenance and support services substantially similar to those contracted for under this Agreement. After such
assignment Client agrees to look solely to such agent for all on-going maintenance and support of the Services.

      l. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will
constitute but one and the same instrument. The Agreement may be executed and delivered by facsimile and the parties agree that such
facsimile execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each
party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an
original signature could be used.

                                                                          10
IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered into this Agreement as
of the Effective Date.

TRX Data Services, Inc.                           American Express Travel Related Services Company, Inc.

Signed:      /s/ Lindsey Sykes                    Signed:      /s/ VP GM CTO                         /s/ Director Infrastructure
Name:        Lindsey Sykes                        Name:        VP GM CTO                             Director Infrastructure
Title:       EVP Finance                          Title:       VP GM CTO                             Director Infrastructure

Date:        7/8/04                               Date:        28.06.2004                            28.06.2004

                                                                  11
                                                                   Exhibit A
                                                      Description of DATATRAX Services

DATATRAX is a corporate travel data analysis and reporting tool offered to corporate clients as an Internet-based service utilizing an
               ™


application software provider (ASP) model.

DATATRAX provides the tools needed to analyze the datasets generated by TRX Data Services data consolidation service. DATATRAX
               ™                                                                                                                                  ™


contains a standard suite of reports and report qualifiers. The qualifiers (e.g. date range, data source, country of booking, etc.) allow the Client
to limit the scope of the reports. Additionally, the standard reports have options that affect certain characteristics (such as sort criteria, number
of reported items, and amount of additional detail.)

DATATRAX provides the Client the capability to graph, analyze (OLAP), and further filter the data.
               ™




Client acknowledges and agrees that it has seen a demonstration of DATATRAX and that Client is accepting DATATRAX AS IS.
                                                                                     ™                                             ™




                                                                          12
                                                                    Exhibit B
                                                              Service Specifications

1.    Database Delivery:

      a)     TRX will download Amadeus Interface Record (AIR) feed data overnight and deliver it to Client for reporting the following
             morning.

      b)     Client will forward to TRX a     *    of refund data which TRX shall incorporate into the dataset within three business days of
             receipt.

      c)     Client will forward to TRX a * hierarchy update which TRX shall incorporate into the dataset within three business days of
             receipt. Changes to the hierarchy structure may require additional time for incorporation. In such event, TRX will provide notice of
             the revised timeframe.

      d)     All data will be delivered through the DATATRAX reporting tool.

      e)     New or significantly modified data feeds require a forty-five (45) day implementation period after receipt of usable data.

2.    Enhancements: Client will be provided with enhancements to DATATRAX Services as they are made available to all TRX customers.

3.    Support: TRX will provide support to Client‘s designated operational representative in accordance with Section 5 herein.

4.    Reports: DATATRAX will include the following reports in accordance with Section 2(c).
           Report Description

1)         Monitoring volume of Etickets vs. Paper tickets on a customer and agency level
2)         Monitoring volume of ―Pay-as-you - fly‖ bookings on a customer level
3)         Monitoring volume of booked non-GDS hotel segments vs. GDS hotel segments on a customer and agency level
4)         Monitoring number of trip update activities for a booking on a customer and agency level
5)         Monitoring distribution channel of booking order on a customer and agency level
6)         Monitoring usage of Amex-GO POS tool
7)         Search of expired bookings in GDS
8.1        Monitoring number and volume of booked suppliers by segments, coupons and/or tickets: Air, Car, Hotel
8.2        Monitoring number and volume of booked suppliers by segments, coupons and/or tickets, rail and refund notes

                                                                        13

                                                  * CONFIDENTIAL TREATMENT REQUESTED
9)          Flexible emergency reporting based on customer and/or emergency case
10)         List of all Hotel transactions (GDS and non-GDS) including volume on a customer level
11)         List of all car transactions including volume on a customer level
12)         List of all rail transactions on a customer level
13)         List of all WebFare transactions
Please      Client is responsible for guaranteeing that all necessary fields to complete these reports are available in the AIR feed. TRX will
note:       prepare mock up reports based on the Reporting Requirements V2.1 dated November 3, 2003 and provide for Client written
            approval prior to beginning programming.

5.    Project Plan : Within 30 days of the commencement of implementation, TRX and Client will mutually agree on a project plan and
      timeline. Full Production will begin no later than July 1, 2004, following at least two weeks of testing. All milestones, deadlines and
      completion dates, including the April 1, 2004 Full Production deadline, shall be extended by the number of days of any delay caused
      directly or indirectly by Client, including but not limited to: a) any changes in agreed requirements after approval by Client or b) any new
      requirements provided by Client after January 15, 2004.

6.    Penalties : Should TRX fail to meet the agreed upon deadline, the following penalty fees will be applied daily until Full Production is
      achieved:
              Reports Not Provided                                                                                       Penalty Fee

              One to two reports                                                                                                 *
              Three to five reports                                                                                              *
              Six to ten reports                                                                                                 *
              Eleven or more reports                                                                                             *

* TRX will not be liable for penalty fees will in the event that the fields necessary to complete any or all reports are not available in the AIR
  data feed or in the event of delay caused by Client.

7.    Additional Services : Client may request and TRX, in its sole discretion, may provide other services for which additional fees will apply.

                                                                        14

                                                * CONFIDENTIAL TREATMENT REQUESTED
                                      Exhibit C
                                  Form of Work Order

For:                                                   Invoice #
Address:
Work:
Phone:
Fax:
Date:

                                                                   Amoun
Description of Services                                Hours         t




Subtotal
Total Due

Approved:

Client Signature:         Date:

Client Title:

                                          15
                                                            Exhibit D
                                                        Contact Information

Designation of Client Representatives:

Operational Representative:

Name: Torsten Wolf
Title: Manager, Corporate Travel Solution
Mailing Address: ________________
_______________________________
_______________________________

Office Phone: *
Fax: _________________________
E-mail Address: *

Legal:

Name: Sarah Wynn _______________________
Title: Legal Counsel ________________________
Mailing Address: ________________
200 Vessey Street New York, NY 10005
Office Phone: *
Fax: _________________________
E-mail Address: *
Accounting: Please designate the appropriate contact and address for invoicing.

Name: _Torsten Wolf ____________
Title: __Manager, Corporate Travel Solution
Mailing Address: ________________
Office Phone: – *
Fax: _________________________
E-mail Address: _________________

                                                                 16

                                              * CONFIDENTIAL TREATMENT REQUESTED
                                                                    Exhibit E

                                                                  Service Fees

Please note: All fees are stated in US dollars.

1. One-time Implementation Fee                                                                                                        *

Includes integration of the AIR feed into DATATRAX and programming of all reports outlined in Exhibit A. The initial programming of the
branch hierarchy is included as well. Client paid this Implementation Fee upon execution of the term sheet.

4.   *    : Client will prepay     *     Minimum Fees in accordance with Section 6 herein.   *   vary as shown in the table below:
              Following Contract Execution                                                                                  *

              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              *                                                                                                                 *
              Remaining Term                                                                                                    *

5. Transaction Fees : A transaction is defined as a unique PNR, or refund PNR processed via DATATRAX. In the event that the actual
number of transactions processed in a calendar month exceed the * prepaid by Client for that * , the overage will be billed in arrears
in accordance with Section 6 herein. Transaction fees vary based on actual * transaction volume as shown below:
                * Transactions                                                                                     Transaction Fee

                *                                                                                              $                *
                *                                                                                              $                *
                *                                                                                              $                *

                                                                       17

                                                * CONFIDENTIAL TREATMENT REQUESTED
6. Annual Maintenance Fees

AnnualMaintenance Fee for up to 15 Internal Client Users                                                                                *

TRX will provide an annual one day training session to include up to 15 individuals, on DATATRAX, any additional training will be provided
at * a day and all training will be conducted via Web-Ex. Fees for additional internal Client users will be mutually agreed upon in writing.

Annual Maintenance Fees are due on or before April 1 of each year for the term of this Agreement.
                                                     st




7. Fees for Additional Services:

Additional Support Hours                                                   * per hour, two hour minimum
Ad Hoc Reporting                                                           * per hour and execution of Work Order
Data Analysis Support                                                      * per hour, one hour minimum
Filter Modifications                                                       * per hour and execution of Work Order
Custom Report Development                                                  * per hour and execution of Work Order
Custom Report Modifications                                                * per hour and execution of Work Order
Changes to Branch Hierarchy                                                * per hour and execution of Work Order
Other Services                                                           Contact TRX for a quote

                                                                    18

                                             * CONFIDENTIAL TREATMENT REQUESTED
                             Exhibit 10.40

                            Execution Copy

      e-TRX LIMITED

          AND

    HOGG ROBINSON PLC



  AMENDED AND RESTATED
SHARED SERVICES AGREEMENT
                                                   TABLE OF CONTENTS
                                                                       Page


1.       Definitions                                                     2
2.       The Services                                                    4
3.       Additional services                                             4
4.       Prior Approval by ETRX of ETRX-related commitments              4
5.       Personnel                                                       5
6.       ETRX Responsibilities                                           5
7.       Payments                                                        6
8.       Term and Termination                                            7
9.       Consequences of Termination                                     9
10.      Governing Law and Dispute Resolution                           13
11.      Confidentiality                                                13
12.      Proprietary Materials                                          14
13.      Representations and Warranties                                 15
14.      Liability                                                      17
15.      Force Majeure                                                  19
16.      Remedies                                                       20
17.      Miscellaneous                                                  20

Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5

                                                              -i-
THIS SHARED SERVICES AGREEMENT , including all addenda hereto (collectively, the ―Agreement‖) is made effective as of January 1,
2004 (the ―Effective Date‖).

BETWEEN

(1)   e-TRX LIMITED, a company incorporated in England and Wales under number 3841799, having its registered office at Sutherland
      House, Russell Way, Crawley, West Sussex, RH10 1UH (“ETRX”); and

(2)   HOGG ROBINSON plc, a company incorporated in England and Wales under number 756582 whose registered office is at Abbey
      House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ (“HR”)

WHEREAS, this Agreement amends, restates and continues (and has not terminated) that certain Shared Services Agreement entered into by
and between ETRX (f/k/a Fortdove Limited) and HR dated 18 February 2000.
                                                                th




NOW, THEREFORE, in consideration of the premises and of the promises and agreements hereinafter set forth, the parties hereto, intending
to be legally bound, do hereby agree as follows:

1.    DEFINITIONS

      In this Agreement:

      1.1   Additional Services means those services falling outside the Scope of the Services, which HR may agree to perform upon terms
            and conditions agreed between the parties;

      1.2   Effective Date means the date set forth in the first paragraph hereof;

      1.3   Dispute Resolution Procedure means the procedure set out in Clause 10;

      1.4   Form of Change Order means the form set out in Schedule 3 to this Agreement;

      1.5   Group means, in relation to a company that company, its holding company and each subsidiary of the company, its holding
            company and subsidiaries for the time being;

      1.6   HR Personnel means the HR Group personnel who are engaged in the provision of the Services;

      1.7   Monthly Charges means the Schedule 1 Charges and the Schedule 2 Charges;

      1.8   Services – means the Schedule 1 Services and the Schedule 2 Services;

      1.9   Schedule 1 Charges means the charges in respect of Schedule 1 Services as set out in Schedule 1 and/or Schedule 4 as the same
            may vary during the Term in accordance with the provisions of this Agreement;

                                                                         2
1.10    Schedule 2 Charges means the charges in respect of Schedule 2 Services as set out in Schedule 4 as the same may vary during the
        Term in accordance with the provisions of this Agreement;

1.11    Schedule 1 Services means those services as set out within Schedule 1 (as amended from time to time by written agreement
        between the parties), which expression shall include such Additional Services which HR agrees in writing to perform from time to
        time (without prejudice to any separate terms agreed for the Additional Services);

1.12    Schedule 2 Services means those services as set out within Schedule 2, (as amended from time to time by written agreement
        between the parties) which expression shall include such Additional Services which HR agrees in writing to perform from time to
        time (without prejudice to any separate terms agreed for the Additional Services);

1.13    Scope means the scope of the Services as at the Effective Date (including as regards type and volume) as the same may be
        decreased during the Term pursuant to Clause 8.9, or increased by mutual written agreement of the parties pursuant to Clause 3;

1.14    Shareholders Agreement means the Shareholders Agreement entered into between Hogg Robinson Holdings BV (a subsidiary of
        HR), BCD Technology S.A. and TRX, Inc. (the parent of ETRX) dated November 5, 1999, as amended;

1.15    Term - means the term of this Agreement, as set out in Clause 8;

1.16    ETRX Supervisors means the ETRX personnel who are responsible for the supervision of the performance of the Services;

1.17    Value Added Tax means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar fiscal
        nature whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere.

1.18    In this Agreement, a reference to:

       1.18.1   a ―subsidiary‖ or ―holding company‖ is to be construed in accordance with section 736 of the Companies Act 1985 and a
                ―subsidiary undertaking‖ or ―parent undertaking‖ is to be construed in accordance with section 258 of the Companies Act
                1985;

       1.18.2   a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time
                whether before or after the date of this Agreement and any subordinate legislation made or other thing done under the
                statutory provisions whether before or after the date of this Agreement;

       1.18.3   a document is a reference to that document as modified from time to time;

       1.18.4   a person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership;

       1.18.5   a person includes a reference to that person‘s legal personal representatives, successors and permitted assigns;

                                                                  3
           1.18.6    the singular includes the plural and vice versa unless the context otherwise requires;

           1.18.7    a clause or schedule, unless the context otherwise requires, is a reference to a clause or a schedule to this Agreement; and

           1.18.8    ―includes‖, ―including‖ and similar terms, means ―includes but is not limited to‖.

     1.3   The headings in this Agreement do not affect its interpretation.

2.   THE SERVICES

     2.1   HR shall provide the Services to ETRX as set out in Schedule 1 and Schedule 2 on the terms set out herein.

     2.2   Except as expressly provided for to the contrary in Schedule 1, Schedule 2 or any Form of Change Order, the Services will be
           provided in, and in respect of, the UK only.

     2.3   HR shall provide ETRX the use of a sub-number to the IATA number of its wholly- owned subsidiary, Hogg Robinson (Travel)
           Limited (the ―Subnumber‖), in accordance with the terms set forth in Section 14 of the Purchase and Termination Agreement by
           and between HR, ETRX and other parties of even date herewith (the ―PTA‖).

3.   ADDITIONAL SERVICES

     3.1   ETRX may request HR to perform Additional Services. HR will have the option (but not the obligation) to provide such Additional
           Services upon such terms and conditions (including compensation terms) as may be mutually agreed between the parties. HR
           agrees that it will not unreasonably refuse to provide Additional Services.

           Such terms shall be documented in the Form of Change Order attached hereto as Schedule 3 or by another form of mutually agreed
           written instrument should the parties so require. No charges or other compensation in respect of any Additional Services are
           included in the Monthly Charges. In no event shall HR be obliged to perform any Additional Services: (a) that would cause it to be
           in conflict with any law, rule or regulation, or any internal HR policy; or (b) in respect of which the said terms and conditions have
           not been mutually agreed and a Form of Change Order or other agreed written instrument executed.

     3.2   Any dispute relating to Additional Services shall be handled in accordance with the Dispute Resolution Procedure.

     3.3   ETRX shall not resell the Services or Additional Services provided hereunder to any third party without the prior written consent of
           HR.

4.   PRIOR APPROVAL BY ETRX OF ETRX-RELATED COMMITMENTS

     4.1   If in the performance of its obligations hereunder, it is necessary for HR to incur Excess Costs (defined below) to be recharged to
           ETRX hereunder, ETRX shall repay such Excess Costs to HR provided that in the event such Excess Costs either individually or in
           the aggregate exceed £40,000, then HR shall notify ETRX in writing of the necessity of

                                                                        4
           such expenditure and shall secure ETRX‘s written approval prior to incurring such Excess Costs. HR shall not be liable for any
           failure to provide the relevant Services or Additional Services as a result of ETRX‘s failure to authorise or delay in authorising
           such Excess Costs. For the avoidance of doubt, HR shall not be in default under this clause where HR, in good faith, did not
           anticipate that the Excess Costs would exceed £40,000, but such Excess Costs did exceed that amount as a direct result of any
           requirements, acts or omissions of ETRX; provided, that in such event HR promptly notify ETRX of such expenditure(s) and
           obtain ETRX‘s consent for any future Excess Costs.

           Excess Cost means costs incurred or to be incurred by HR that are over and above those costs related to HR‘s standard practices and
           procedures relating to its provision of the Services and/or Additional Services (which standard costs are included in the Schedule 1
           Charges and/or Schedule 2 Charges as applicable). For the avoidance of doubt, Excess Costs shall include any and all amounts
           contained in any contractual commitments or obligations including employment agreements or severance arrangements.

5.   PERSONNEL

     5.1   HR Group Personnel . ETRX and HR are not joint employers for any purpose under this Agreement. HR will determine how to
           staff the Services under this Agreement. HR reserves the right from time to rime to assign personnel to perform the Services and to
           replace or reassign such employees. HR Personnel may rotate between this engagement and other engagements of HR.

     5.2   Employment of Personnel . Subject to Clause 9.8 and anything expressly provided for to the contrary in the PTA, during the Term
           and for six months following its termination, neither party shall employ, solicit or make any offers to employ the other party‘s or
           any Group member‘s employees or partners used in or connected with the performance of the Services, without the prior written
           consent of the other party, which consent shall not be unreasonably withheld or delayed. The non-breaching party shall be entitled,
           in addition to any other remedies it may have at law or in equity, to a payment from the breaching party in an amount equal to three
           months‘ salary of any partner or employee which the breaching party employs, solicits or offers to employ in violation of this
           Clause.

6.   ETRX RESPONSIBILITIES

     6.1   HR‘s performance of the Services is dependent upon ETRX‘s timely and effective performance of ETRX‘s responsibilities under
           this Agreement and ETRX‘s timely decisions, approvals and payments of undisputed fees in accordance with this Agreement. The
           responsibilities and obligations of ETRX under and pursuant to this Agreement include, but are not limited to, the following:

           6.1.1   providing HR with complete and accurate information required by HR to perform the Services in a timely manner and
                   ensuring that all such information provided by ETRX to HR contains no material omissions, and is updated on a prompt
                   and continuous basis;

           6.1.2   making available, promptly upon request by HR, management decisions, approvals, acceptances and such other
                   information and assistance desired or required by HR to perform its obligations under this Agreement;

                                                                       5
           6.1.3   being responsible for the provision and accuracy of ETRX‘s financial statements;

           6.1.4    establishing and maintaining ETRX‘s policies (including finance, accounting and management information system
                   policies) and an effective overall system of internal controls;

           6.1.5   making ETRX‘s and its Group‘s relevant employees available to and causing them to communicate with HR and HR
                   Personnel both during and outside business hours as HR may reasonably request; and

           6.1.6   providing HR with access to the ETRX Supervisors at such times as HR may reasonably request. HR shall report to the
                   ETRX Supervisor(s) with respect to the performance of its obligations under this Agreement.

           6.1.7    providing HR, at least two months in advance of the start of the month to which they relate, forecasts of transaction and
                   other volumes relevant to the Services; and

           6.1.8   providing HR with as much prior notice as possible of intended and proposed requests for Additional Services.

7.   PAYMENTS

     7.1      * . On or around * (but no later than the fifth (5 ) business day)) during the Term, HR shall submit to ETRX an invoice
                                                                      th


           in respect of the * (including charges agreed in respect of Additional Services) applicable to such * in consideration of
           the performance of the Services. * related to any * shall be prorated. ETRX will settle such invoices on or
           before * to which they relate.

           The Schedule 1 Charge will be based on * management fee. The actual cost basis for each component of the Schedule 1
           Services is shown in Schedule 4. The Schedule 1 Charge will be calculated on a standard basis , based on * .

           For the avoidance of doubt, all sums due hereunder and those due in respect of Schedule 2 Services, in each case, up to the
           Effective Date shall continue to be due and payable and shall not be affected by the parties‘ amending and restating of this
           Agreement.

     7.2   Out-of-Pocket Expenses . ETRX shall reimburse HR for, reasonable actual documented out-of-pocket expenses (e.g., travel,
           lodging, supplies, etc.) incurred by HR in connection with the Services. At the beginning of each month, HR shall send ETRX a
           monthly invoice for the aggregate amount of the HR expenses during the preceding month, which invoice will describe and
           document such expenses in reasonable detail. Payment shall be due by ETRX within ten (10) days following the date of HR‘s
           invoice.

     7.3      * . The invoice raised by HR on or around * will include adjustments to reflect actual (as opposed to forecast) costs
           for * . For example, * . If actual costs are greater than those that were used to calculate the

                                                                           6

                                              * CONFIDENTIAL TREATMENT REQUESTED
             Schedule 1 Charge for * , HR shall bill ETRX for the difference in the next invoice to be issued after the discrepancy has
             become known. If the actual costs are less, HR shall, at ETRX‘s option (to be exercised in writing), either provide ETRX with a
             credit for the difference or pay the difference in cash within 10 days following receipt by HR of ETRX‘s notification that it has
             opted for a cash repayment.

     7.4     Late Payment Charges . HR shall be entitled to make a late payment charge, computed on a daily basis at 2% above Barclays Bank
             plc base rate in force from time to time on any amounts not paid when due.

     7.5     Taxes . In addition to the other charges payable under this Agreement, ETRX shall be solely responsible for the payment of any
             Value Added Tax based upon the facilities, assets and Services, and/or products provided by HR. Both parties shall take all
             reasonable steps to minimize taxes, which might be assessed on either party based on the parties‘ performance hereunder.

     7.6     Set-off. In the event that any payments hereunder become due and payable by one party (the ―Owing Party‖) at a time when there
             is a bona fide claim (i.e. a disputed or overdue payment as opposed to a sum owing in the normal course) against the other party
             (the ―Owed Party‖) by the Owing Party, the Owing Party shall be entitled to pay any such sum into a joint interest-bearing deposit
             account in the joint names of Owing Party‘s solicitors and the Owed Party‘s solicitors (the ―Escrow Account‖) pending resolution
             of such claim in accordance with the Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled
             to payment from the Escrow Account of an amount which does not exceed the amount due to it from the Owing Party in relation to
             the resolved claim, with the balance standing to the credit of the Escrow Account being payable to the Owing Party. Interest
             accrued in the Escrow Account shall be apportioned pro rata between the payments made out of the Escrow Account as referred to
             above.

8.   TERM AND TERMINATION

     8.1.1     This Agreement shall continue for twelve (12) months (the ―Initial Term‖) unless and to the extent terminated or extended
              beyond the Initial Term pursuant to this Clause 8, or terminated pursuant to Clause 15.2. This Agreement may be extended for
              additional one (1) year terms if the parties agree in writing to such extension not less than six (6) months prior to expiration of the
              then current term, but neither party shall have any obligation to agree any such extension(s).

     8.1.2     Notwithstanding the foregoing, the parties acknowledge that certain parts of the Services may continue beyond the end of the
              Initial Term (e.g. if the Subnumber continues to be used by ETRX beyond that date, and as regards services provided in relation
              to the properties let by ETRX pursuant to the PTA). In such circumstances, in the absence of any mutually agreed extension of
              this Agreement as provided for above, this Agreement shall continue in full force and effect as regards the continuing Services
              only.

     8.2     Termination for Cause . If ETRX breaches any payment obligation under this Agreement, and such breach is not cured within 15
             days of its receipt of written notice of such breach, HR may immediately (i) suspend performance of the Services, (ii) change the
             payment conditions under this Agreement so that ETRX must pay HR weekly and in advance, or (iii) terminate this Agreement
             upon 30 days written notice.

                                                                          7

                                                * CONFIDENTIAL TREATMENT REQUESTED
8.3   A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the
      “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 8.4 in relation to the Breaching Party.

8.4   The events are:

      8.4.1 the Breaching Party being in material breach of a material obligation under this Agreement and, if the breach is capable of
            remedy, failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating
            Party giving details of the breach and requiring the Breaching Party to remedy the breach;

      8.4.2 the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the
            Breaching Party‘s winding up or dissolution;

      8.4.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an
            encumbrancer taking possession of or selling, an asset of the Breaching Party;

      8.4.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court
            of competent jurisdiction for protection from its creditors generally (including, without limitation, proceedings under
            Chapter 11 of the U.S. Bankruptcy Code);

8.5   Subject to Clause 8.1.2, HR may terminate this Agreement immediately upon notice to ETRX within 60 days: (a) following a
      change of control of ETRX (whether such control is exercised as sole or joint control, with a third party); or (b) if BCD
      Technology, S.A. or another company owned or under the control of BCD Technology, S.A. cease to hold the majority of the
      voting rights in TRX, Inc (―TRX‖) and/or WTT UK Limited. In this clause, “control” means the ability to direct the affairs of
      another whether by way of contract, ownership of shares or otherwise.

8.6   If there is any material change, as reasonably determined by either party; (1) in any laws, ordinances, orders, rules or regulations
      governing the way the parties may operate; (2) in travel industry conditions, including but not limited to, airfares (e.g., net fares or
      net/net fare arrangements) or compensation to HR, by action of any industry vendor, governing body or client; or (3) in technology
      including but not limited to computer reservation systems or the internet; which material change has the effect of materially
      increasing or decreasing the cost of doing business, or, in the case (1), rendering the performance of any part of the Services illegal
      or otherwise unlawful; then, either party shall have the right to provide written notice to the other party of such change and both
      parties agree to renegotiate in good faith the relevant financial and/or service terms of this Agreement. If the parties are
      unsuccessful in renegotiating mutually satisfactory terms, either party shall, subject to Clause 8.1.2, have the right to terminate this
      Agreement at any time thereafter with one hundred and eighty (180) days‘ advance written notice.

8.7   Subject to Clause 8 1.2, this Agreement will terminate automatically upon whichever is the earlier of the termination or expiry of
      the Shareholders Agreement or upon HR ceasing to be a shareholder in TRX.

                                                                   8
     8.8   Termination for Convenience . At any time during the Term, either party may terminate this Agreement for its own convenience
           upon not less than one hundred and eighty (180) days‘ written notice to expire no earlier than the first anniversary of the Effective
           Date, except as expressly set forth in this Clause, neither party shall have any right to terminate this Agreement as a whole for
           convenience.

     8.9   Partial Termination . Either party may terminate this Agreement as to one or more of the covered Services upon not less than 180
           days‘ written notice to expire no earlier than the first anniversary of the Effective Date, without terminating as to the remainder of
           the Services. In the event of such partial termination, the relevant element of the Monthly Charges shall be adjusted to reflect the
           cessation of the terminated Services and Clause 10 shall be applied in respect of the terminated Services.

9.   CONSEQUENCES OF TERMINATION

     9.1   Any termination of this Agreement shall be without prejudice to each party‘s accrued rights and obligations hereunder and shall not
           affect any other remedies of the parties, whether at law or in equity.

     9.2   Subject to the provisions of Clause 14.1.1 and the terms of this Clause 9.2, upon expiry or other termination of this Agreement
           (other than for reasons of HR‘s breach), ETRX shall pay HR in respect of (a) Excess Costs; (b) costs and expense incurred in
           relation to the termination or otherwise of any of the Leicester property leases relating to premises used by ETRX which at the date
           of such expiry/termination remain in the name of any HR Group member(s) and which have not been formally sub-leased pursuant
           to the Heads of Terms (defined in the PTA) during the period from the Effective Date until the execution of the formal agreements,
           leases and sub-leases as contemplated in the Heads of Terms; and (c) costs estimated in good faith as set forth on Schedule 5
           (collectively, (a), (b) and (c) shall be defined as ―Costs‖). HR acknowledges and agrees that ETRX is only required to pay HR for
           Costs to the extent that either individually or in the aggregate exceed £5,000. Clauses 14.1.2 and 14.1.3 shall not apply to this
           Clause 9.2. For the avoidance of doubt, the £5000 figure is not a ―per claim‖ deductible nor is it a bar to claims which are less than
           £5000 in value. For example, if HR‘s first valid Costs claim is either for £5500, or a number of smaller sums which in the
           aggregate amount to £5500, then in either case, HR would be entitled to £5500 and would then be entitled to receive payment in
           full for all other Costs claimed.

     9.3   HR Obligations Upon Termination . In the event of termination of this Agreement by ETRX for HR‘s breach, HR will work
           together with ETRX to identify the information, materials and resources ETRX is entitled to receive and to develop an overall plan
           for transitioning such items to ETRX or its designee in accordance with the following provisions (collectively, “Termination
           Assistance”).

     9.4   HR will provide the Termination Assistance described below for a period of up to six months (to expire no later than the first
           anniversary of the Effective Date, or any subsequent yearly anniversary of the effective date should this Agreement have been
           extended pursuant to Clause 8.1.1) per ETRX‘s written request on the terms set out in this Clause 9. HR‘s obligation to provide
           Termination Assistance shall be conditional upon ETRX paying to HR all outstanding invoices prior to the commencement of any
           Termination Assistance and upon ETRX continuing to pay when due any and all fees due hereunder (including Monthly Charges)
           during the Termination Assistance period.

                                                                        9
9.5   Unless otherwise agreed or unless otherwise provided for herein to the contrary, ETRX shall pay HR standard hourly rates and
      reasonable expenses for any Termination Assistance provided by HR and/or any other assistance not a part of the Services or
      Additional Services provided by HR at the request of ETRX. This fee is in addition to any other payments required under this
      Agreement. Notwithstanding the termination or expiration of this Agreement, the terms and conditions of this Agreement will
      apply to all Termination Assistance services provided by HR during such period.

9.6   If ETRX requests Termination Assistance beyond the available capacity of the HR on- site staff, such request will be treated as a
      request for Additional Services and ETRX will pay the agreed charge for such Additional Services.

9.7   HR and ETRX will jointly develop a plan (the “Transition Plan”) to effect the orderly transition and migration to ETRX from HR
      of all services then being performed or managed by HR under this Agreement which are being terminated (the “Termination
      Transition”). The Transition Plan will indicate the schedule on which HR will turn over responsibility for each service to ETRX
      which shall, in any event, be no later than the first anniversary of the Effective Date, or any subsequent yearly anniversary of the
      Effective Date should this Agreement have been extended pursuant to Clause 8.1.1, or such earlier date as may be stipulated in the
      Schedules hereto. The Transition Plan will set forth the tasks to be performed by HR and ETRX, the time for completing such tasks
      and the criteria for declaring the Termination Transition ―completed‖. The parties and their employees and agents will cooperate in
      good faith to execute the plan and each party agrees to perform those tasks assigned to it in the Transition Plan. HR will direct the
      execution of the Transition Plan. The Transition Plan will include the following tasks and such other tasks as may be agreed upon
      by HR and ETRX:

      9.7.1    Providing ETRX or its designee access to necessary data files and programs, certain non-proprietary operational procedures
              and data and documentation (other than HR‘s own proprietary materials and information) in HR‘s possession related to the
              Services;

      9.7.2    Returning all ETRX confidential and proprietary information of ETRX in HR‘s possession, except for one copy which HR
              may retain, subject to its confidentiality obligations, for internal recordkeeping purposes and for compliance with applicable
              professional standards;

      9.7.3    Returning to ETRX all software which ETRX owns or otherwise has rights to (other than Licensed Programs as defined in
              Clause 9.11) (together with its related data and documentation) and hardware which ETRX or a TRX Group member(s)
              owns, leases or otherwise has written contractual rights to have such hardware returned to it. HR will deliver to ETRX all
              ETRX data in a format application for use by ETRX and will seek to minimize the amount of manual data entry or
              re-keying necessary in connection with the transfer of such data to ETRX. For the avoidance of doubt, this Clause shall not
              in any way: (a) oblige HR to return ETRX-owned or licensed software used by any member(s) of the HR Group under the
              terms of any agreements other than this Agreement; or (b) give ETRX any rights in or to the software referred to in Clause
              17.8, other than as may be provided for in Clause 9.11.

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9.8   Upon total or partial termination or expiry of this Agreement, the following shall apply in relation to those HR Group employees of
      HR engaged in the performance of the relevant Services:

      9.8.1 it is acknowledged by HR and ETRX that those employees of HR who are assigned to the performance of the Services may,
            on the termination or expiry of this Agreement, transfer to the employment of ETRX under the provisions of the Transfer of
            Undertakings (Protection of Employment) Regulations 1981 (―TUPE‖);

      9.8.2 to the extent that any employee of HR assigned to spend 50% or more of his/her time in the performance of the Services at
            the time of termination of this Agreement does not transfer from HR to ETRX pursuant to TUPE, HR will provide to ETRX
            an opportunity to offer employment to such person. Such an offer must provide for employment with ETRX to be effective
            as soon as possible and in any event at the earlier of (A) the end of the Termination Transition period, or (B) the date on
            which HR is no longer responsible under the Transition Plan or this Agreement (if there is no applicable Transition Plan) for
            any of the tasks performed by the HR employee to whom ETRX is making the offer of employment. With respect to other
            HR personnel engaged in the performance of the Services at the date of expiration or termination, ETRX may offer
            employment to such HR employees only if ETRX has obtained the prior written consent of HR;

      9.8.3 to the extent that any employee of HR becomes an employee of ETRX pursuant to clauses 9.8.1 or 9.8.2 above, then ETRX
            will indemnify HR for the cost of all salaries, wages and benefits paid to such an employee, the cost of providing benefits in
            kind and associated costs (including employer‘s national insurance contributions) in respect of any period of employment
            with HR following the earlier of (A) the end of the Termination Transition period, or (B) the date on which HR is no longer
            responsible under the Transition Plan or this Agreement (if there is no applicable Transition Plan) for any of the tasks
            performed by the relevant HR employee;

      9.8.4 to the extent that, as a consequence of the termination or expiry of this Agreement or the relevant part thereof, the
            employment of any employee of HR who is assigned to spend 50% or more of his/her time in the performance of the
            Services at the time of such termination or expiry of this Agreement is terminated by HR by reason of redundancy (as
            defined in section 139 Employment Rights Act 1996) within 3 months of the date of such termination or expiry of this
            Agreement, ETRX will indemnify HR for all costs incurred by HR in connection with such redundancy, including, without
            limitation, the cost of any redundancy payment due under statute, by contract or custom and practice, any claim for unfair
            dismissal or payment in lieu of notice.

      9.8.5 Subject to Clause 9.8.4, HR shall indemnify ETRX from and against any costs, claims, charges, expenses, demands,
            liabilities or penalties which are attributable to any act or omission by HR prior to the earlier of (A) the end of the
            Termination Transition period, or (B) the date on which HR is no longer responsible under the Transition Plan or this
            Agreement (if there is no applicable Transition Plan) for any of the tasks performed by the relevant HR employee in

                                                                 11
             respect of any of HR‘s obligations or duties to or in relation to any of the employees or former employees (including but not
             limited to any liability arising out of the termination or dismissal of any employee or former employee) and which ETRX
             may incur or suffer as a result of ETRX succeeding to HR pursuant to TUPE or otherwise howsoever in relation to the
             contracts of employment of the employees or former employees of any of them.

9.9   HR will provide ETRX with reasonably detailed specifications for any hardware which ETRX will require to perform the services
      previously performed by HR under this Agreement. In addition, HR will offer to assign hardware leases (if permitted by the lessor)
      or to sell hardware which in each case at the time of the expiration or termination was dedicated solely to use in the provision of the
      Services. HR will (at ETRX‘s expense ) provide reasonable assistance to ETRX in connection with the de-installation, shipping
      delivery and re-installation of any hardware sold by HR to ETRX.

9.10 HR will use reasonable endeavours to assist ETRX, or its designee, at ETRX‘s expense, in acquiring licences to use any third party
     software which ETRX will require to perform the services previously performed by HR under this Agreement.

9.11 Subject to entering into a licence agreement in form and substance reasonably satisfactory to HR and ETRX, HR will grant to
     ETRX a perpetual (subject to any termination provisions therein), non-transferable, non-exclusive licence to use any HR- owned
     software which is application software (but not operating software or utilities) being used by HR to provide the Services
     immediately prior to the termination or expiration of this Agreement (the ―Licensed Programs‖), on the following principal terms:

      9.11.1 Except to the limited extent required by natural disaster or similar emergency, the Licensed Programs will not be operated,
             directly or indirectly, by persons other than bona fide employees of ETRX, or on equipment that is not leased or owned by
             ETRX and is under ETRX‘s control. Without limiting the foregoing, the Licensed Programs will not be utilised or
             operated by third-party processors;

      9.11.2 Only data of ETRX will be processed utilising the Licensed Programs;

      9.11.3 ETRX will not allow the Licensed Programs, or any of the various components or modifications thereof, to be disclosed to
             third parties, sold, assigned, leased or commercially exploited or marketed in any way, with or without charge. Except to
             the extent required for normal operation of the Licensed Programs, ETRX will not permit the Licensed Programs to be
             copied or reproduced, in whole or in part;

      9.11.4 The Licensed Programs are the valuable property of HR and any violation in any material respect of any provision of the
             agreement for the Licensed Programs would cause HR irreparable injury for which it would have no adequate remedy at
             law, and HR will be entitled to preliminary and other injunctive relief against any such violation. Such injunctive relief
             will be in addition to, and in no way in limitation of, any and all other remedies or rights that HR will have at law or in
             equity; and

      9.11.5 The licence will terminate automatically upon whichever is the earlier of the termination of the Shareholders Agreement or
             HR ceasing to hold any shares in

                                                                  12
                   TRX, Inc. HR shall have no obligation during the term of the licence to maintain, develop or support the Licensed
                   Programs.

      9.12 Notwithstanding any other provision(s) of this Agreement, insofar as they are relevant, the provisions of Clause 9 shall apply to
           partial as well as total termination of this Agreement.

10.   GOVERNING LAW AND DISPUTE RESOLUTION

      10.1 This Agreement is governed by and shall be construed in accordance with English law.

      10.2 Initial Procedures . The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute
           arises between the parties, the Managing Director of ETRX and the Program Director of HR will attempt to reach an amicable
           resolution. If either of them determines that an amicable resolution cannot be reached, they shall submit such dispute in writing (a
           ―Dispute Notice‖) to the CEO of TRX Inc and the Business Technology Director of HR (the ―Management Representatives‖), who
           shall use their best efforts to resolve it or to negotiate an appropriate modification or amendment.

      10.3 Escalation . Except as otherwise provided in this Agreement, neither party shall be permitted to bring proceedings against the other
           (save for injunctive relief) until the earlier of (i) the date the Management Representatives conclude in good faith that an amicable
           resolution of the dispute through continued negotiation is unlikely, or (ii) sixty days from the date of submission of a Dispute
           Notice by either party.

      10.4 The courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle
           any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for
           these purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

      10.5 Each party irrevocably waives any objection which it might at any time have to the courts of England and Wales being nominated
           as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England and
           Wales are not a convenient or appropriate forum.

11.   CONFIDENTIALITY

      11.1 During the course of this Agreement a party (the ―Receiving Party‖) may come into possession of technology, computer software,
           documentation, trade secrets, products, copyrights or other confidential and proprietary information (―Confidential Information‖)
           of the other (the ―Disclosing Party‖).

      11.2 The Receiving Party:

           11.2.1 may not use the Disclosing Party‘s Confidential Information for a purpose other than the performance of its obligations
                  under this Agreement;

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           11.2.2 may not disclose the Disclosing Party‘s Confidential Information to a person except with the prior written consent of the
                  Disclosing Party or in accordance with clauses 11.3 and 11.4; and

           11.2.3 shall make every effort to prevent the use or disclosure of the Disclosing Party‘s Confidential Information.

      11.3 The Receiving Party may disclose the Disclosing Party‘s Confidential Information to any of its directors, other officers, employees,
           sub-contractors and Group members (a “Recipient”) to the extent that disclosure is desirable for the purposes of this Agreement.

      11.4 The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party‘s obligations of
           confidentiality under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall be liable for any
           and all acts or omissions of its Recipient which violate the Receiving Party‘s obligations of confidentiality hereunder.

      11.5 Clauses 11.2 to 11.4 do not apply to Confidential Information which:

           11.5.1 is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party‘s
                  or Recipient‘s breach of this Agreement; or

           11.5.2 can be shown by the Receiving Party to the Disclosing Party‘s reasonable satisfaction to have been known by the
                  Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or

           11.5.3 is independently developed by a party or any other member(s) of its Group without reference to the Confidential
                  Information of the other party or any member(s) of its Group; or

           11.5.4 the Receiving Party is obliged to disclose by law or regulatory authority.

      11.6 The Receiving Party‘s obligation with respect to the Confidential Information of the Disclosing Party shall, subject to Clause 11.5,
           survive the termination of this Agreement and Clauses 14.1.2 and 14.1.3 shall not apply to breaches of this Clause 11.

      11.7 Retention . HR may retain, subject to its confidentiality obligations, copies of ETRX‘s Confidential Information required for
           internal recordkeeping purposes and for compliance with applicable professional standards.

      11.8 Notwithstanding the foregoing, HR shall have the right to disclose ETRX‘s confidential information to, and/or allow access to such
           by, any of HR‘s Group members, contractors, subcontractors, agents and/or other third parties supplying products, services or
           systems in support of HR‘s obligations under this Agreement, provided that such contractors, subcontractors, agents and/or other
           third parties shall be deemed HR ―Recipients‖ and shall be subject to the confidentiality provisions set forth in Clause 11.4.

12.   PROPRIETARY MATERIALS

                                                                      14
      12.1 Ownership . ETRX is and shall continue to be the exclusive owner of all ETRX-owned data and all data (other than HR‘s own
           internal records and accounts which are incidental to providing the Services) which is created by HR or a third party on behalf of
           HR specifically in connection with the performance by HR of its obligations under this Agreement (― Data ‖); provided that HR
           may retain one copy of any Data for its files. For the avoidance of doubt ―Data‖ shall not (unless mutually agreed in writing)
           include any software or code created by HR for ETRX under or in relation to this Agreement, and all such software and code shall
           (subject to Clause 9.11 if applicable) remain the exclusive property of HR.

      12.2 Auditor Access . Upon ETRX ‘s written request, HR shall provide ETRX‘s external auditors with access to ETRX Data in HR‘s
           possession as is necessary for ETRX ‘s external auditor to conduct its audit; provided that ETRX shall inform the external auditor
           that he will have access to HR‘s Confidential Information and may not use or disclose any of HR‘s Confidential Information or
           proprietary methodologies which may be disclosed in the course of providing such access. HR shall adhere to ETRX‘s reasonable
           written internal procedures and guidelines relating to the disclosure of ETRX Data to such external auditors. If requested by ETRX
           as Additional Services, HR shall provide to such external auditors any assistance that they might reasonably require in connection
           with such audits. Subject to ETRX approval, HR shall make all reasonable changes requested by, and take any other reasonable
           action necessitated by, any such audit or examination. Such changes will be carried out as Additional Services. Access by any third
           party to HR‘s tools, procedures or methodologies will be subject to the requirements of HR‘s standard policies regarding granting
           access to its Confidential Information.

      12.3 Publications . Notwithstanding anything contained herein to the contrary, if ETRX intends to publish or otherwise reproduce any of
           HR‘s work product or to make reference to HR in any document that contains other information, ETRX agrees to (i) provide HR
           with a draft of the document to review, and (ii) obtain HR‘s written approval for inclusion of HR‘s name or work product in such
           document before the document is printed and distributed. HR shall not unreasonably withhold or delay such approval.

13.   REPRESENTATIONS AND WARRANTIES

      13.1 Capacity, Authorisation and Effect of Agreement

           Each party hereby represents and warrants to the other that:

           (a)     Such party has all requisite power and authority to execute this Agreement and to perform its obligations thereunder. The
                   execution, delivery and performance of this Agreement and the transactions contemplated thereby have been duly
                   authorized and approved by such party;

           (b)     The execution and delivery of this Agreement by such party, and the consummation by such party of the transactions
                   contemplated therein, will not breach or violate the organizational documents or any material contract, agreement,
                   instrument, judgment, law or licence which is applicable to such party, or to which such party is bound; and

                                                                      15
     (c)     No consent, approval or authorization of, or notice to, any governmental or regulatory authority or agency is required to be
             obtained by such party in connection with its execution, delivery and performance of this Agreement.

13.2 Accuracy of Information . ETRX warrants that all information (whether written or oral) and materials given or made available by
     ETRX to HR will be current, complete and accurate in all material respects and shall not omit to state any material fact. ETRX
     warrants that it will update such information on a prompt and continuous basis. HR‘s ability to perform acceptably under this
     Agreement is expressly contingent upon the foregoing warranty.

13.3 Condition of hardware, software and other material . ETRX warrants that all hardware, software and other material given or made
     available by ETRX to HR will be in good condition and good working order and that it will keep all such hardware, software and
     material properly maintained (fair wear and tear excepted) unless and to the extent that maintenance of the same is to be provided
     as part of the Services). HR‘s ability to perform acceptably under this Agreement is expressly contingent upon the foregoing
     warranty.

13.4 Third Party Consents . ETRX warrants that it has obtained all third-party consents and security clearances that are needed to enable
     HR to have access (on-site and remote) to all third-party products, data, information and other assets to be utilized by HR in
     providing the Services, including, without limitation, all consents needed for HR to access and use any applicable ETRX systems,
     hardware and software.

13.5 Year 2000 . ETRX acknowledges that the programming assumptions made in the development of either (i) the computer hardware,
     software or other products owned, leased or otherwise used by ETRX (the ―ETRX System‖) and/or (ii) the computer hardware,
     software or other products owned, licensed or otherwise used by any third party whose systems in any way interact with, exchange
     data with or are interdependent with any ETRX System (the ―Third Party Systems‖), may prevent certain existing and future
     system functions in either the ETRX System or Third Party Systems from performing as originally intended with respect to data,
     calculations and other processing relating to dates of January 1, 2000 and beyond (collectively, the ―Year 2000 Problems‖).

13.6 ETRX acknowledges that HR shall have no obligation under this Agreement to correct any Year 2000 Problems, nor does HR have
     any obligation to provide any type of Year 2000 advice or services (whether review, analysis, planning, implementation,
     remediation, project management or any other type of Year 2000 advice or services). To the extent ETRX wishes to engage HR to
     perform any such services, they must be mutually agreed to in a separately signed Year 2000 consulting services agreement or
     amendment between ETRX and HR.

13.7 ETRX AGREES THAT HR HAS NO RESPONSIBILITY FOR ANY OF THE FOLLOWING WHICH RESULT FROM ANY
     YEAR 2000 PROBLEM:

     (a)     ANY INACCURACY IN THE PERFORMANCE OF THE SERVICES;

     (b)     ANY DELAY IN THE PERFORMANCE OF THE SERVICES; OR

     (c)     ANY INABILITY TO PERFORM THE SERVICES.

                                                                 16
      13.8 HR represents that it has a backup plan in place consistent with industry standards to recover all data and information necessary for
           the performance of the Services hereunder in the event of a failure of HR‘s computer systems and/or functionality in such a manner
           which will adversely impact HR‘s standard operating procedures.

      13.9 HR represents and warrants that it will provide the Services with reasonable skill and care.

       13.10 EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED WARRANTY IS MADE BY
             EITHER PARTY WITH RESPECT TO ANY SERVICE, PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR
             ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF
             MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
             PREJUDICE TO THE WARRANTIES HEREUNDER HR DOES NOT WARRANT THAT ALL ERRORS IN ANY
             SOFTWARE CAN OR WILL BE CORRECTED OR THAT THE FUNCTIONALITY OF ANY SOFTWARE WILL MEET
             ETRX‘S REQUIREMENTS.

14.   LIABILITY

      14.1.1    NEITHER HR, ETRX NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE
                LIABLE TO THE OTHER FOR ANY CLAIMS OR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
                OUT OF THE SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF THE AGREEMENT EVEN IF THAT
                LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR EITHER PARTY WAS AWARE OF THE POSSIBILITY
                OF THAT LOSS OR DAMAGE ARISING, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF
                WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.

      14.1.2    EXCEPT IN RELATION TO CLAUSES 9.2, 11.6, 14.3.2, 14.3.3, 14.4.2 AND 14.4.3 (TO WHICH THIS CLAUSE SHALL
                NOT APPLY), IN NO EVENT WILL EITHER PARTY‘S LIABILITY FOR ANY DAMAGES OR INJURIES TO THE
                OTHER PARTY HEREUNDER EVER EXCEED THE TOTAL CHARGES PAID BY ETRX FOR THE SERVICES
                PROVIDED HEREUNDER FROM FEBRUARY 18, 2000 TO THE DATE OF THE ACT OR OMISSION THAT GAVE
                RISE TO THE CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE,
                STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

      14.1.3    NOTWITHSTANDING ANY OTHER PROVISION(S) OF THIS AGREEMENT (OTHER THAN CLAUSES 11.6, 14.3.2,
                14.3.3, 14.4.2 AND 14.4.3 (TO WHICH THIS CLAUSE SHALL NOT APPLY), IN NO EVENT WILL HR‘S LIABILITY
                ARISING HEREUNDER IN ANY CALENDAR YEAR IN RELATION TO ANY PARTICULAR PART OF THE
                SERVICES EVER EXCEED THE TOTAL CHARGES PAID BY ETRX IN THE TWELVE (12) MONTHS THAT
                IMMEDIATELY PRECEDE THE ACT OR OMISSION THAT GAVE RISE TO THE CLAIM FOR THE PART OF THE
                SERVICES IN QUESTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE,
                STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

                                                                       17
14.2 Nothing in this Agreement shall operate to limit or exclude the liability of either party for fraud and/or in respect of death or
     personal injury arising as a result of the negligence of that party.

14.3 Indemnification by HR . HR shall indemnify and hold ETRX, its directors, officers, partners, employees and affiliates harmless
     against, and will reimburse ETRX for, any payment, loss, cost or expense (including reasonable attorneys‘ fees) incurred by ETRX
     from any third-party claim or suit asserted against ETRX at any time after February 18, 2000 in respect of:

     14.3.1 the damage to real and/or tangible personal property at HR‘s facilities or arising pursuant to the performance of HR‘s
            obligations under this Agreement to the extent such damage is proximately caused by the negligence or willful misconduct
            of HR, its partners, employees or agents; this Clause 14.3.1 shall be subject to Clause 14.1; and

     14.3.2 the death or bodily injury of any person arising pursuant to the performance of HR‘s obligations under this Agreement to
            the extent such death or injury is proximately caused by the negligence or wilful misconduct of HR, its partners,
            employees or agents; and

     14.3.3 the infringement of the intellectual property or contractual rights of any person or entity resulting from ETRX‘s use of any
            work products created by HR or any third party (other than by any member(s) of the TRX Group) on behalf of HR under
            this Agreement. Notwithstanding the foregoing, HR will not indemnify ETRX to the extent that the claim of infringement
            is caused directly by (1) ETRX‘s misuse or modification of HR‘s work products; (2) ETRX‘s failure to use corrections or
            enhancements made available by HR; (3) ETRX‘s use of HR‘s work products in combination with any product or
            information not owned or developed by HR or any third party (other than any member(s) of the TRX Group) on behalf of
            HR; (4) ETRX‘s distribution, marketing or use for the benefit of third parties of HR‘s work products; or (5) information,
            data, hardware, software or other materials provided by ETRX or any third party on behalf of ETRX. This Clause 14.3.3
            shall not be subject to Clauses 14.1.2 or 14.1.3.

14.4 Indemnification by ETRX . ETRX shall indemnify and hold HR its partners, employees and affiliates harmless against, and will
     reimburse HR for, any payment, loss, cost or expense (including reasonable attorneys, fees) incurred by HR from any third-party
     claim or suit asserted against HR at any time after February 18, 2000 in respect of:

     14.4.1 damage to real and/or tangible personal property at ETRX‘s facilities or arising pursuant to the performance of ETRX‘s
            obligations under this Agreement, to the extent such damage is proximately caused by the negligence or willful
            misconduct of ETRX, its partners, employees, or agents; this Clause 14.4.1 shall be subject to Clause 14.1; and

     14.4.2 the death or bodily injury of any person arising pursuant to the performance of ETRX‘s obligations under this Agreement,
            to the extent such death or injury is

                                                                  18
                  proximately caused by the negligence or wilful misconduct of ETRX, its partners, employees, or agents;

           14.4.3 the infringement by HR of the intellectual property and contractual rights of any person or entity resulting from the use by
                  HR of any of ETRX‘s or any of ETRX‘s clients‘ (to the extent required by ETRX) information, data or software or
                  third-party software provided by or at the request of ETRX to HR, for HR‘s performance of the Services and/or Additional
                  Services. Notwithstanding the foregoing, ETRX will not indemnify HR to the extent that the claim of infringement is
                  caused directly by (1) HR‘s misuse or modification of ETRX‘s or any ETRX‘s clients‘ information, data or software or
                  third-party software, provided by or at the request of ETRX to HR for HR‘s performance of the Services and/or Additional
                  Services; (2) HR‘s failure to use corrections or enhancements made available by or at the request of ETRX; (3) HR‘s use
                  of materials information or software provided by or at the request of ETRX in combination with any product or
                  information not owned, developed or provided by or at the request of ETRX; (4) HR‘s distribution, marketing or use for
                  the benefit of third parties of such materials, information or software, or (5) information, data, hardware, software or other
                  materials provided by HR or any third party on behalf of HR.

           14.4.4 any claim by any third party relating to the conduct of ETRX‘s functions and operations occurring prior to February
                  18,2000;

           14.4.5 the failure of ETRX to obtain any consent relating to HR‘s use of any third-party products provided by or specifically
                  requested by ETRX in connection with this Agreement;

15.   FORCE MAJEURE

      15.1 If a party (the “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations under this
           Agreement (other than the payment of monies) by a Force Majeure Event:

           15.1.1 the Affected Party‘s obligations under this Agreement are suspended while the Force Majeure Event continues and to the
                  extent that it is prevented, hindered or delayed;

           15.1.2 as soon as reasonably possible after the start of the Force Majeure the Affected Party shall notify the other party in writing
                  of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event
                  on its ability to perform its obligations under this Agreement;

           15.1.3 the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance
                  of its obligations under this Agreement; and

           15.1.4 as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in
                  writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

                                                                      19
           15.2    If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts and is
                   affecting a party‘s performance of any material obligation(s) hereunder, the unaffected party may terminate this Agreement
                   by giving not less than 30 days‘ written notice to the other party.

           15.3    In Clause 15, “Force Majeure Event” means an event beyond the reasonable control of the Affected Party including,
                   without limitation, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order,
                   rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm.

16.   REMEDIES

      16.1 Limitation Period . Neither party may assert against the other any claim in connection with this Agreement unless the asserting
           party has given the other party written notice of the claim within one (1) year after the asserting party first knew or should
           reasonably have known of the facts giving rise to such claim.

      16.2 Release . Because of the importance of management‘s representations to HR with respect to HR‘s ability to perform its Services,
           ETRX agrees to release HR and its personnel from any liability and costs relating to the Services hereunder which liability and
           costs are attributable to any misrepresentation made by ETRX management.

17.   MISCELLANEOUS

      17.1 Binding Nature and Assignment: Subcontract . Neither party may assign or delegate its rights or obligations under this Agreement
           without the prior written consent of the other, save that a party shall not unreasonably withhold its consent to the assignment or
           delegation by the other of its rights and/or obligations to a majority-owned subsidiary of that party, provided that it is satisfied that
           such subsidiary has the financial and other resources in order properly to perform that party‘s obligations hereunder. Subject to the
           foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the
           respective parties hereto.

           ETRX hereby expressly acknowledges and confirms that certain of the Services have historically been outsourced/sub-contracted
           by HR and that these arrangements may continue during the Term. Notwithstanding the foregoing, HR shall remain fully
           responsible and liable for any and all Services and/or Additional Services performed by any such subcontractor to the extent that
           HR obtains redress from the subcontractor(s) in question after having used good faith reasonable commercial endeavours to obtain
           such redress, and ETRX shall not be required to seek recourse against any such subcontractor in lieu of or prior to seeking recourse
           against HR. HR acknowledges and agrees that the foregoing shall in no way limit ETRX‘s rights with respect to termination of this
           Agreement pursuant to Clause 8.4.1.

      17.2 Notices . Any notice or other communication required to be given under this Agreement or in connection with the matters
           contemplated by it shall, except where otherwise specifically provided, be in writing in the English language and shall be addressed
           as provided in this clause and may be:

           17.2.1 personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

                                                                         20
            17.2.2 sent to the relevant address by prepaid registered mail with advance telefax, in which case it shall be deemed to have been
                   given 2 business days after the date of posting (business days meaning any day on which commercial banks in London are
                   fully open for business).

The addresses and other details of the parties referred to in this clause are, subject to notification of change, as below:

               Name:                           Hogg Robinson
               For the attention of:           The Company Secretary
               Address:                        Global House,
                                               Victoria Street,
                                               Basingstoke,
                                               Hampshire,
                                               RG21 3BT
               Fax number:                     01256 325229
               Name:                           e-TRX Limited
               For the attention of:           Managing Director
               Address:                        Sutherland House
                                               Russell Way
                                               Crawley
                                               West Sussex RH 10 1UH
               with a copy to:
               Name:                           TRX, Inc. (on behalf of any and all of the TRX Party)
               For the attention of:           President with a copy to Ralph Manaker (General Counsel and Executive VP)
               Address:                        6 West Druid Hills Drive
                                               Atlanta, Georgia 30329
                                               U.S.A.
               Fax number:                     001 404 814 2967

Either party may change its address for the purpose of this Clause by giving the other party written notice of its new address in the manner set
forth above.

      17.3 Relationship of Parties . HR is acting as an independent contractor in providing its services. HR Personnel shall remain HR‘s
           employees for all purposes including, but not limited to, determining responsibility for all payroll-related obligations. HR shall at
           all

                                                                          21
     times be responsible for supervising, directing and coordinating the professional responsibilities and duties of all HR Personnel in
     respect of their performance of the Services. Except as otherwise expressly provided in this Agreement, HR does not undertake to
     perform any obligations of ETRX, whether regulatory or contractual, or to assume any responsibility for the management of
     ETRX‘s business.

17.4 Severability . If any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall
     be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
     provisions of this Agreement which shall remain in force.

17.5 Waiver . No delay or omission by either party to exercise any right or power under this Agreement or pursuant to applicable law
     shall impair such right or power or be construed as a waiver thereof. A waiver by any party of any covenant or breach shall not be
     construed to be a waiver of any other covenant or succeeding breach. All waivers must be given in writing by the waiving party to
     be effective.

17.6 Publicity . All media releases, public announcements and public disclosures by either party relating to this Agreement, including,
     without limitation, promotional or marketing material, but not including any disclosure required by legal, accounting or regulatory
     requirements, shall be approved by both parties prior to such release.

17.7 Entire Agreement . This Agreement and the PTA constitutes the entire agreement between the parties regarding the Services and
     supersedes all prior agreements and understandings. No amendment, modification, waiver or discharge of this Agreement shall be
     valid unless in writing and signed by authorized representatives of both parties.

17.8 HR-Developed Software . Any software developed by HR in providing Services is outside the scope of this Agreement and
     therefore, absent written agreement to the contrary, will be the property of HR.

17.9 Multiple Counterparts . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an
     original for all purposes and all of which constitute, collectively, one Agreement.

17.10 Third Party Claims . This Agreement has been entered into for the sole benefit of ETRX and HR, and in no event shall any
      third-party beneficiaries be created thereby.

17.11 Survival . Such provisions of this Agreement as are required to survive its termination or expiry in order to give full force and
      effect to the rights and obligations of the parties hereunder shall be deemed to so survive.

                                                                 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Hogg Robinson Plc                                                      e-TRX Limited

By:         /s/ Business Technology Director                           By:         /s/ Director
Title:      Business Technology Director                               Title:      Director

                                                                  23
                                                                                                                                    Execution Copy

                                                            SCHEDULE 1 SERVICES

General issues (which apply to both this Schedule and Schedule 2) :

HR reserves the right at its discretion to sub-contract some or all of the Services, and change said service provider or bring the Services back
‗in-house‘.

ETRX will be responsible pursuant to Clause 9.2 for all costs incurred by HR on termination or part termination of the services.

For the avoidance of doubt, as soon as HR ceases to provide any particular part(s) of the Services it shall cease provision in all respects as of
the termination date (ie no run-offs) unless and to the extent expressly provided for to the contrary herein.

Those Services which are to be terminated prior to the end of the Initial Term are detailed in one or more of the Schedules – if no early
termination date is stated in respect of a part of the Services in any of these Schedules, then that part of the Services will be provided until the
end of the Initial Term unless mutually agreed otherwise.

If and to the extent that ETRX wishes to reinstate a terminated part of the Service, HR shall have no obligation to do so, but, if it does agree to
do so, HR shall be entitled to charge premium rates (as opposed to the rates specified in this Agreement) for the part in question.

HR will be under no obligation to provide services not listed in this Agreement, except as provided for in Clause 3.1.

As contemplated by Clause 8.1.2, for so long as ETRX is permitted to use the Subnumber (including after the expiry or termination of this
Agreement), HR will continue to provide those of the Services which are either involved in processing * transactions through the
Subnumber, or supporting those transactions, and ETRX shall continue to make payments hereunder in respect of those Services.

The Services to be provided under the heading of ―General/Purchase ledger – staff‖ in Schedule 4 will be provided until 30 September 2004.
However, the parties agree that, in the interim (commencing as soon as reasonably practicable after the Effective Date), the Finance Director of
ETRX and the Finance Director of BTI will investigate in good faith the different options under which ETRX may continue to use HR‘s JBA,
Essbase and Hyperion financial systems. If no agreement can be reached by them within a reasonable period of time, the said Services will
(unless otherwise agreed) continue unaltered until 30 September 2004.

                                                * CONFIDENTIAL TREATMENT REQUESTED
Where charges include personnel costs, ETRX agrees that HR may adjust those charges no more than once per annum (with effect from April
of the year in question) to reflect a * increase in employee remuneration.

1.   FINANCIAL SERVICES:

     GENERAL ACCOUNTING

     Maintain general ledger system security

     Resolution to general ledger system problems

     TREASURY

     Process BSP obligation re:      *

     Resolve bank service issues (       *   only)

     Coordinate new investing

     Review / analyse investment positions on a daily basis

     Maintain investment records

l.   TAX

     Charging for tax-related services during the Initial Term will be on the following basis: the preparation of P11Ds and the PAYE
     settlement for the tax year ended 5 April 2004 will be for a fixed fee (see Schedule 4). All other time spent by HR‘s Director of Tax will,
     (unless otherwise agreed, or unless expressly provided for to the contrary below) be charged at * (the ―Agreed Rate‖).

                                                * CONFIDENTIAL TREATMENT REQUESTED
     a) CORPORATION TAX

     HR will be responsible for preparing and submitting the corporation tax returns (partially outsourced by Hoggs to
     PricewaterhouseCoopers) for the year ended 31 March 2003 – no charge will be made for this work. ETRX will be responsible for
     dealing with any enquiries raised by the Inland Revenue thereon (anticipated in March 2005).

     HR also prepared and submitted the 2002 tax return – any Inland Revenue queries thereon must be issued by the Inland Revenue before
     31 March 2004. HR will deal with these queries at the Agreed Rate if requested by ETRX, otherwise they will be handled by ETRX or
     their advisors.

Preparation of P11D‘s and PAYE Settlement for tax year ended 5 April 2004 (ie 2003/4) will specifically be prepared by HR as these relate to
a period in which ETRX has operated under the HR PAYE reference.

From 6 April 2004, it is intended that ETRX will be operating under its own PAYE reference and will therefore be responsible for filing its
own P11Ds and PAYE Settlements returns. ETRX will promptly upon HR‘s written request make funds available to HR to settle ETRX‘s share
of the PAYE and NIC liabilities arising from the filing of the 2003/4 returns referred to above -the provisions of Clauses 14.1.2 and 14.1.3 shall
not apply to ETRX‘s obligations in respect of such funds.

ETRX further agrees to co-operate reasonably and provide HR on a timely basis with such information as is reasonably required for HR to
complete the said tax returns fully and accurately.

b) VAT

ETRX was excluded from the HR VAT group from 1 January 2004 and will have to file a separate VAT return under its own registration from
that date. Its first VAT return will likely cover the quarter ended 31 March 2004 and will need to be submitted by the end of April 2004. ETRX
will be responsible for preparing and filing this and settling any tax as well as dealing with any queries thereon raised by HMC & E.
HR is responsible at its own cost for preparing the HR Group‘s VAT return for the quarter ending 31 December and ETRX agrees to
                                                                                                     st


reasonably co-operate with HR in providing the necessary information in order for HR to complete the VAT return accurately and on a timely
basis. ETRX will make funds available in time for HR to settle ETRX‘s share of the VAT due on 31 January 2004. The provisions of Clauses
14.1.2 and 14.1.3 will not apply to this payment obligation.

ETRX will be responsible for handling queries from HMC&E in so far as these relate to ETRX‘s VAT affairs post-31 December 2003. If
requested by ETRX, HR will provide reasonable support to ETRX in respect of this at the Agreed Rate.

HR is responsible for the handling of queries in so far as they relate to ETRX whilst ETRX was within the HR VAT group (i.e. up to 31
December 2003) and ETRX shall co-operate reasonably with HR in resolving these. No charge for this will be made by HR.

c) GENERAL

At ETRX‘s request, HR shall co-operate reasonably with ETRX‘s tax advisors in relation to handover matters, with or without advisors,
including providing copies of documentation held by HR which relate to ETRX‘s tax affairs, and HR shall be entitled to charge for such
co-operation at the Agreed Rate.

In respect of any other tax issues, where ETRX requests assistance from HR after the Effective Date or general VAT advice, HR reserves the
right to charge ETRX at the Agreed Rate. HR will be under no obligation to provide such advice. It may be necessary to engage external
advisors to provide such advice, who will be engaged directly by ETRX. In such instances HR will liase with the external advisors on behalf of
ETRX to scope the engagement, agree the fee and ‗project manage‘ the advisors.

David Mills has been set up as the prime contact with the Inland Revenue for corporation tax matters with Chris Gibson to be copied in as
agent until such time as ETRX wish to appoint someone else in Chris Gibson‘s place.

As a result of the fact that new VAT and PA YE registrations are being effected, all correspondence under the new registrations will
automatically go to ETRX with Michaela Davis named as the prime contact
(and not HR). Any correspondence relating to ETRX operating under the Hoggs Group VAT and PAYE references will still be received
directly by HR and will be promptly forwarded to ETRX where relevant.

2.   PAYROLL

     Enter tax form changes

     Interface/reconcile payroll system with human resource records/system

     Administer third party requests related to payroll

     Adjustments to pay (overtime, bonus, allowances, deductions)

     Amending payroll records and runs to reflect leavers, joiners, salary reviews and transfers

     Validation of data entry/coding

     Transmission of payroll data (to third party, currently ―Carapay‖)

     Distribution of pay cheques

     Produce and distribute payroll reports

     Pay raise documentation (record keeping only - letters issued by ETRX)

     Prepare and distribute annual forms (W-2, etc.)
     Prepare and submit payroll tax returns

     Monitor tax change impact on filing requests

     Payroll system close month/year

     Interface payroll system with third party systems

3.   HUMAN RESOURCES

     Pension plan processing and pension statements

     Medical plan transaction processing

     Arrangement and maintenance of Flexible Benefits Scheme         *

     Administration of car lease scheme (outsourced by HR to HSBC) and the provision of fuel cards. Prior to 31 January 2004 ETRX shall
                                                                                                                   s t


     inform HR of which of the 3 options detailed below it will take and thereafter the parties will work together to implement that option as
     soon as reasonably practicable:

     1)    ETRX may take all the cars it currently has in the HR fleet (currently 16) and set them up as its own fleet with HSBC and will
           promptly reimburse HR for all costs and expenses arising directly in respect of these cars and their leases whilst they remain part of
           the HR car fleet; or

     2)    terminate all the car leases between now and the end of the Initial Term, and promptly reimburse HR for its losses arising directly
           from these terminations and for all costs and expenses arising directly in respect of these cars and their leases whilst they remain
           part of the HR car fleet; or

                                              * CONFIDENTIAL TREATMENT REQUESTED
     3)    run-off all the existing car leases (3 leases end in 04; 7 in 05 and 6 in 06) and promptly reimburse HR for all costs and expenses
           arising directly in respect of these cars and their leases whilst they remain part of the HR car fleet. ETRX will not take on any new
           cars during the run-off period.

     The provisions of Clauses 14.1.2 and 14.1.3 shall not apply to ETRX‘s payment obligations in relation to cars as set out above.

4.   FACILITIES

     Consultancy e.g. identification of new premises, advice on floor plans and furnishing (excluding IT equipment), costing.

     Facilities management of Leicester office and Crawley office. For the avoidance of doubt, these services will (as contemplated by Clause
     8.1.2) continue to be provided in respect of each office for so long as ETRX (and to the extent that) ETRX continues to have a sub-lease
     of the office in question.

5.   VENDORS

     ETRX may request air, car and hotel vendor services through HR. HR will either negotiate an appropriate agreement on ETRX‘s behalf
     or negotiate the right for ETRX to receive such services under HR‘s own agreement with each such vendor. The decision as to whether
     such services will be provided under HR‘s agreement or a separate ETRX agreement with the vendor shall be made by HR in its sole
     discretion on a case by case basis.

     If ETRX desires to be a beneficiary of HR‘s Computer Reservation System (CRS) service agreements, such an arrangement shall be the
     subject of a Change Order.
6.   MATERIAL SUPPLIERS

     HR shall negotiate the right for ETRX to buy materials and supplies under HR‘s material supplier agreements.

     During the Initial Term ETRX will continue to receive those of the bought-in third party services it currently receives through HR (eg
     mobile phones) to the extent that HR is legally able to provide them through its existing arrangements, and provided that ETRX promptly
     reimburses HR for all the costs and expenses directly arising as a result of their provision and ETRX‘s use of them. Where HR cannot
     legally provide such services it will, if so requested by ETRX, use good faith reasonable endeavours (subject to the payment by ETRX of
     HR‘s standard hourly rates for time spent by the personnel in question) to assist ETRX in setting up its own arrangements with HR‘s
     providers and/or sourcing new service providers. The provisions of Clauses 14.1.2 and 14.1.3 shall not apply to ETRX‘s payment
     obligations in relation to the services as set out above.

7.   TRAVEL

     HR will charge a * for all reservations made for ETRX employees. ETRX will cease with immediate effect to make any use of: (a)
     any HR Group agency discount tickets; and (b) HR Group‘s hotel ―marketing fund‖.

                                            * CONFIDENTIAL TREATMENT REQUESTED
                                                                                                                          Execution Copy

                                                         SCHEDULE 2 SERVICES

The Schedule 2 Services to be provided for the Initial Term are as follows:

USE OF HOGGS INTERNET CONNECTIVITY

Use of the existing HR internet connection and associated services

24/7 OPERATIONS SUPPORT

Provide 24/7 support of the existing ETRX Computer systems in Farnborough.

Work in collaboration with ETRX Technical Support in Leicester to provide support

  *    TRANSACTION PROCESSING

UK Online Fulfilment Services (OFS)

Receive and process GDS interface records

Populate OFS database

Produce a data handoff for TicketPartner

Produce an itinerary wrapper

Investigation/correction of rejected GDS interface records

Maintenance and support of OFS application

Handling new versions / enhancements to GDS interfaces and GDS related services

Provide bespoke development from change requests. This work is chargeable at the agreed rate as detailed in Schedule 4.

                                              * CONFIDENTIAL TREATMENT REQUESTED
Schedule 2 Charges:

1. The following IS services have historically been charged outside of the Shared Services Agreement, these charges are       *   charges. They
are * charges with the exception of * these charges will fluctuate * as they are transaction *

•    Use of Hoggs connectivity                                                                                            *
•    Weekend ops support                                                                                                                 *
•      * market fees                                                                                                                     *
•      * staff cost (to BTI UK)                                                                                                          *
•      * —estimated *                                                                                                     *
•      * (a straight passthrough which may vary according to ETRX‘s requirements)                                         *

•    Servebase support                                                                                                    *
                                                                                                                                         *


2. * each transaction will be charged at       *    Fees for any such transactions which HR carried out prior to the Effective Date will
remain due and payable.

Value Added Tax will be charged in addition pursuant to Clause 7.5.

Except as stated otherwise, the above prices are fixed for all service and transaction volumes (calculated * up to * of those volumes
as at the Effective Date. HR has the right to review the * and * transaction prices referred to above if any particular volume(s)
increases by over * by reference to Effective Date volumes. To the extent that exceeding * of those volumes does not cause HR to
incur additional unit costs, then the prices shall remain unchanged.

However, where HR can reasonably demonstrate that exceeding the * of volumes will cause it to incur additional unit costs, the parties
will meet to negotiate an increase in price to reflect the additional cost to HR.

                                                                      34

                                             * CONFIDENTIAL TREATMENT REQUESTED
If, acting reasonably and in good faith, the parties cannot agree an increase in price in relation to the increased volume(s), then HR will
continue to provide the services to * (but not more) of the Effective Date volume(s) in question, and ETRX shall source its additional
requirements from third parties and/or provide them in-house.

Bespoke development work required by ETRX pursuant to Schedule 2 will be carried out at actual cost to       * .

                                                                      21

                                              * CONFIDENTIAL TREATMENT REQUESTED
UK Travel Back Office (TBO) Reconciliation

Production of reconciliation handoffs       *

Reconciliation of     *

      •     Maintain reconciliation rules

      •     Investigate differences

      •     Send schedules of outstanding items to ETRX for investigation

      •     Produce summary reconciliation report

Reconciliation of     *

      •     Maintain reconciliation rules

      •     Investigate differences

      •     Send schedules of outstanding items to ETRX for investigation

      •     Produce summary reconciliation report

UK MI

Production of 1 daily MI file for ETRX

Production of a daily Phoenix file for each of    *

Production of 1 monthly MI file for     *

Production of 1 monthly Net ticket report

Computer Operations Support

Manage the IBM AS/400 systems for eTRX

Manage upgrades, capacity planning, daily maintenance

Manage the daily transaction processing of GDS interface records for ETRX clients;      *

  *       WRAPPERS

Each transaction will be charged at     * . Fees for any such transactions which HR carried out prior to the Effective Date will remain due and
payable.

                                                 * CONFIDENTIAL TREATMENT REQUESTED
PURCHASING/ HELPDESK TECHNOLOGY & SUPPORT

As of 1 April 2004 HR will cease to provide services in respect of ‗Purchasing‘ and ‗Helpdesk and Technology Support‘ as identified in
Schedule 4. ETRX will however continue to purchase certain elements of Helpdesk and Technology Support as considered necessary by HR
for eTRX to remain on the HR network. These services will be specified by HR following agreement with ETRX, once a technical and process
review has taken place.
                                                                 SCHEDULE 3
                                                            F ORM OF C HANGE O RDER

         In accordance with the terms and conditions of this Agreement for Shared Services dated January 1, 2004 (the ―Agreement‖) between
         e-TRX Limited (―ETRX‖) and Hogg Robinson plc (―HR‖) it is agreed between the parties that the additional services described below
         (the ―Additional Services‖) are not currently included in the scope of Services under the Agreement.

         ETRX has requested such Change Order and HR is willing to provide such Additional Services under the same terms and conditions of
         this Agreement, subject to the additional terms (including payment terms) described herein. If any of the following terms conflicts with
         this Agreement, the following terms shall govern with respect to the Additional Services described below.

   [ Detailed description of Additional Services, payment terms and any relevant assumptions. ]

Agreed this          day of             200    .

e-TRX LIMITED                                                                  HOGG ROBINSON PLC

By:                                                                            By:
Title:                                                                         Title:

                                                                          26
           SCHEDULE 4
            * C HARGES

                27

* CONFIDENTIAL TREATMENT REQUESTED
                                                                                            Execution Copy

                                                       SCHEDULE 4

                                                         CHARGES

Schedule 1 Charges:
Service                                          HR Charge (£)     Cessation Date   Notes

1 Shared Services (Finance)
General/Purchase Ledger – staff                           *         30/09/04          *
Accounting systems maintenance                            *                           *
Treasury   *                                              *                           *
     P11Ds – 2003/4 and PAYE settlement
       2003/4                                             *                           *

                                          * CONFIDENTIAL TREATMENT REQUESTED
General tax advice                             *                       *
2 Shared Services (HR)
HR management, disciplinary etc                *        01/04/04       *
Recruitment                                    *        01/04/04       *
Car policy and Flex Scheme                     *                       *
Payroll processing                             *                       *

                                  * CONFIDENTIAL TREATMENT REQUESTED
                                                                                    *
Int on late payment of payroll @ 3.77% on an
annual basis                                                                        *
Incremental cost re new payroll (Carapeople etc)           *                        *
3 Shared Services (Insurance, Legal &
  Regulatory)
Insurance                                                  *       Immediately
Legal advice (contract)                                    *       Immediately
Legal advice (employment)                                  *       Immediately
Co.secretarial work                                        *       Immediately
Marketing / Exhibition work                                *       Immediately
Board prep / BB                                            *       Immediately
Account Mgmt                                               *       Immediately
CFO time                                                   *       Immediately

                                               * CONFIDENTIAL TREATMENT REQUESTED
4 Shared Services (Comms costs)

Comms team                            *              *

IT Security                           *              *

Data Protection                       *              *

Helpdesk & tech support               *   01/04/04   *

Purchasing                            *   01/04/04   *

Lan costs                             *              *

WAN costs                         *                  *
Leicester UPS                                    *   *

5 Shared Services (Car & property lease costs)

Car lease maintenance                            *   *

Property management                              *   *

Add                     *    mark up
SCHEDULE 5
  COSTS
                                       Exhibit 10.41

                                      Execution Copy

           E-TRX LIMITED

               AND

         HOGG ROBINSON PLC



AMENDED AND RESTATED SERVICE BUREAU
   SOFTWARE SERVICES AGREEMENT
                                               CONTENTS
Clause                                                    Page

1.       DEFINITIONS                                        1
2.       SCOPE OF SERVICES                                  4
3.       ETRX‘S PROPRIETARY RIGHTS; HR RESTRICTIONS         7
4        PRICING AND PAYMENT                                9
5.       LIMITED WARRANTY                                  11
6.       LIMITATION OF LIABILITY                           12
7.       FORCE MAJEURE                                     12
8.       TERM                                              13
9.       TERMINATION                                       14
10.      NON-SOLICITATION                                  16
11.      CONFIDENTIALITY                                   17
12.      NON-COMPETITION                                   18
13.      JOINT OVERSIGHT COMMITTEE                         19
14.      GOVERNING LAW AND DISPUTE RESOLUTION              20
15.      GENERAL                                           21
16       COUNTERPARTS                                      22
17.      NOTICES                                           22
SCHEDULE 1 SOFTWARE AND SERVICES                           25
SCHEDULE 2 CHARGES                                         26
SCHEDULE 3 SERVICE LEVEL AGREEMENT                         27
THIS AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT (this ―Agreement‖) is made
effective as of January 1 2004 between
                           st




(1)   e-TRX Limited company number 3841799 with its registered offices at Sutherland House, Russell Way, Crawley, West Sussex, RH10
      1UH (“ETRX”); and

(2)   Hogg Robinson plc company number 2107443 of Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ (“HR”).

WHEREAS

(A)   HR Group wishes to offer a quality control and other travel booking related services to its own network and to certain customers;

(B)   ETRX provides certain technical services to the travel industry;

(C)   HR and ETRX wish to amend and restate (but not terminate) the agreement between them (originally entered into on February 18 2000)  th


      for the provision by ETRX to HR of certain Services (as defined below), on the terms and conditions set out herein.

(D)   HR wishes ETRX‘s parent company, TRX Inc (―TRX‖) to, and TRX agrees to, unconditionally guarantee the performance by ETRX of
      it obligations hereunder.

1.    DEFINITIONS

      In this Agreement:

      1.1   Charges means the charges payable by HR to ETRX in respect of the Services, as set out in Schedule 2;

      1.2   Customer means an undertaking to whom a party, on any date, is supplying travel management services;

      1.3   Dispute Resolution Procedure means the procedure set out in Clause 14;

      1.4   Effective Date means 1 January 2004;
                                    st




      1.5   Global Distribution System (or “GDS”) means the Apollo, Abacus, Sabre, Amadeus, Worldspan and the International version of
            Galileo computer systems or networks (as any or all of the same are amended and updated from time to time during the Term) used
            to check and make reservations of a travel related nature and such other global distribution systems as may be agreed from time to
            time;

      1.6   Group means, in relation to a company, that company and each Subsidiary from time to time during the Term;

      1.7   HR Group means HR and: (a) its Subsidiaries from time to time; and (b) the travel franchisees of any such Group members from
            time to time enrolled in the travel franchise program of such Group as it materially exists today; and (c) B.E.S.T (re.Borussia
            Dortmund), W.E.L.T (re. Wacker Chemie) and Bavaria (re. BMW), all being joint

                                                                         1
      ventures in Germany in which HR indirectly owns less than 50%; and Liga (re. German Bundesliga) being a further joint venture in
      Germany in which HR indirectly owns less than 50%, if its inclusion is approved by ETRX, which approval will not be
      unreasonably withheld or delayed;

1.8   Intellectual Property Rights means any intellectual property rights anywhere in the world whether registrable or not and whether
      now known or arising hereafter, including patent, trade marks, service marks, trade names, business names, designs, copyright,
      database rights and related rights, topography rights, know-how as well as applications for and the right to take action in respect of
      such rights;

1.9   JOC means the joint oversight committee to be established in accordance with Clause 13;

1.10 Modifications means any changes, additions, improvements or derivative works and new versions of or to any of the Software
     from time to time (whether invented or created by any TRX Group member(s) or HR, either alone or jointly with each other or
     third parties) including those which provide additional features and/or functionality, expanding the capabilities of any or all of the
     Software in existing functional areas, or affect existing functionality, and shall include all modifications and adaptations (including
     changes to the Service branding and look and feel) implemented for HR Group Customers from time to time;

1.11 New Products shall mean all new products, programs, services and software (other than the Software and Modifications) brought
     or intended to be brought to market by ETRX or any TRX Group company during the Term;

1.12 Service Bureau(x) means the computer facilities (whether located at UK offices of ETRX, in the USA or otherwise) from which
     ETRX will provide the Services and data information to HR, provided always that any change in the location of any such facilities
     when compared to those used in relation to the Services as at the Effective Date will be subject to the prior written approval of HR
     only if such new location shall cause any member(s) of the HR Group or any of their respective Customers to be in breach of
     applicable data privacy laws, which approval will not be unreasonably withheld or delayed; and provided further that ETRX shall
     continue to comply with Clause 5.1 (b) and the SLAs pursuant to the terms of this Agreement;

1.13 Services means the application of the Software by or on behalf of ETRX to provide quality assurance tests and other automated
     optimisation processes for travel reservations;

1.14 Shareholders Agreement means the Shareholders Agreement entered into between Hogg Robinson Holdings BV (a subsidiary of
     HR), BCD Technology S.A. and TRX dated November 5,1999, as amended;

1.15 Software means the software programs identified in Schedule 1 (as that Schedule may be amended from time to time in
     accordance with its terms and/or by written agreement between the parties) and all associated Software releases, Modifications and
     new versions of those programs (whether carrying the same or a different name) arising during the Term;

                                                                  2
1.16 Subsidiary means in relation to an undertaking (the holding undertaking), any other undertaking in which the holding undertaking
     directly or indirectly holds or controls either:

     1.16.1 a majority of the Voting Rights; or

     1.16.2 the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of
            directors of that undertaking, and any undertaking which is a direct or indirect Subsidiary of another undertaking shall also
            be a Subsidiary of that undertaking‘s holding undertaking. For the avoidance of doubt, ―undertaking‖ shall include a body
            corporate, unincorporated association, joint venture or partnership; or

     1.16.3 fifty percent of the Voting Rights together with management and/or board control (whether by contract or otherwise);

1.17 Term means the term of this Agreement, as set out in Clause 8 as that term may be extended or terminated in accordance with the
     provisions hereof;

1.18 Transaction means a non-voided ticketed transaction;

1.19 Value Added Tax means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar fiscal
     nature whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere;

1.20 Voting Rights means voting rights exercisable at general meetings of the members (or the equivalent in the relevant jurisdiction)
     of the relevant company;

1.21 In this Agreement, a reference to:

     1.21.1    a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time
              before/whether before or after the date of this Agreement and any subordinate legislation made or other thing done under
              the statutory provisions before/whether before or after the date of this Agreement;

     1.21.2   a document is a reference to that document as modified from time to time;

     1.21.3   a person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership;

     1.21.4   a person includes a reference to that person‘s legal personal representatives, successors and permitted assigns;

     1.21.5   the singular includes the plural and vice versa unless the context otherwise requires;

     1.21.6   a clause or schedule, unless the context otherwise requires, is a reference to a clause of a schedule to this Agreement; and

                                                                 3
           1.21.7   ―includes‖, ―including‖ and similar terms, means ―includes but is not limited to‖.

     1.22 The headings in this Agreement do not affect its interpretation.

2.   SCOPE OF SERVICES

     2.1   ETRX shall provide the Services to HR during the Term subject to the terms and conditions of this Agreement. HR may use and
           allow the use of the Services to provide services to HR Group end-user corporate clients and for use by all travel agencies and
           travel fulfilment bureaux within the HR Group. In addition, the rights conferred on HR under this Agreement to use and allow use
           of the Services expressly exclude the right of HR or the HR Group to use or allow use of the Services to provide Service Bureau
           services to any travel agencies not within the HR Group. HR shall ensure that all members of the HR Group comply with all
           relevant restrictions and obligations of HR under this Agreement. ETRX shall be entitled to enforce all rights granted to ETRX
           under this Agreement against members of the HR Group who utilize the Services. Notwithstanding the foregoing, HR shall remain
           fully responsible and liable for any and all acts and/or omissions of such members of the HR Group, and ETRX shall not be
           required to seek recourse against any such party in lieu of or prior to seeking recourse against HR.

     2.2   The Software required to provide the Services will run and reside at the Service Bureau(x). The Software will be run by or on
           behalf of ETRX in consultation with HR to meet HR‘s specific needs and requests, (to be mutually determined and outlined by the
           JOC), in the provision of Services hereunder. ETRX shall provide and procure the provision of information and reports to HR on
           the performance of the Services, as reasonably required by HR from time to time.

     2.3   At the request of HR, the Service Bureau(x) will process transactions from HR Group locations and corporate clients everywhere in
           the world.

     2.4   The Software and the Services generally will include timely adaptations for efficient use with each GDS.

     2.5   From time to time, HR may request New Products and/or Modifications to the Software and the Services generally. ETRX agrees
           to negotiate in good faith with HR towards the development of such Modifications and, subject to the outcome of such
           negotiations, HR agrees to pay for such requested Modification(s) and/or New Products on the terms set out in the Amended and
           Restated Software Development Agreement of even date between the parties hereto (the “Development Agreement”).

           For the avoidance of doubt, ETRX shall be responsible (at its own expense) for making (and making available to HR via the Service
           Bureau) all Modifications and other changes which are required to ensure that the Software and the Services generally comply with
           applicable laws, regulations, generic (as opposed to HR-specific) GDS requirements and generic industry requirements.

     2.6   All Modifications and all New Products created during the Term (other than pursuant to Clause 2.5) shall be made available to HR
           as follows:

                                                                      4
      2.6.1   *

      2.6.2   *

      2.6.3    in the event HR elects not to have such offered Modifications included within the Service, ETRX confirms that the part(s)
              of the Software/Service which the said Modification(s) would have replaced/altered, and the Software and Service generally
              will continue to be provided to HR hereunder for the remainder of the Term to at least the same levels of functionality and
              otherwise as if the said Modification(s) had not arisen. Without prejudice to the generality of the foregoing, the provisions
              of the second paragraph of Clause 2.5 will continue to apply notwithstanding HR‘s rejection of any Modification(s). All
              accepted Modifications shall be loaded on ETRX‘s server as part of the Service Bureau(x); and

      2.6.4    for the avoidance of doubt, HR shall be under no obligation to take, use or test any offered New Product(s), but any New
              Products which HR does elect to take and use shall be deemed to form part of the Software for all purposes under this
              Agreement, and Schedules 1 and 2 shall be deemed to have been amended and expanded accordingly from the date of its
              first live use by HR; provided, however, that the parties agree that any SLAs related to such New Product shall be agreed
              upon in writing by the parties at the time of or prior to HR‘s acceptance.

2.7   ETRX shall ensure the timely provision of the resources necessary to adequately perform under this Agreement. Once the JOC sets
      or the parties otherwise agree a start date for any project or other matter to be undertaken under this Agreement, such start date
      cannot be changed by ETRX except by written agreement between the parties. In setting such priorities and start dates the JOC or
      the parties (as the case may be) shall take into consideration other business issues facing ETRX and HR and other commitments of
      ETRX and HR.

2.8   The JOC will periodically discuss and review HR‘s competitive environment which shall include a review of HR‘s competitors‘
      technology, cost or pricing structure and service offerings, to the extent such information is known (and to the extent that
      disclosure of such information is not restricted by a third party). If the JOC determines that ETRX has ceased to be competitive in
      terms of the technology associated with the Services, the

                                                                  5

                                         * CONFIDENTIAL TREATMENT REQUESTED
      Charges or the quality of the Services then, the parties shall jointly determine, in good faith, if a change in technology, cost or
      services should be made.

2.9   ETRX will provide and procure the provision of the Services in accordance with the provisions of the service level agreement set
      out in Schedule 3 (the ― SLA ‖). HR will give ETRX as much prior warning as is reasonably practicable (having regard to issues of
      confidentiality where relevant) of any material changes in its Group and its use of the Services. In the event of such material
      change, ETRX shall have a commercially reasonable time to adjust the Services to accommodate such change. During such time,
      TRX shall not be responsible for meeting the SLAs and shall not be in breach of this Agreement for failing to do so.

2.10 Subject to Clauses 12.1.1, 12.1.2 and 12.1.5, HR and the HR Group covenant and agree that during the Term it shall continue to
     process annually a number of CoRRe/CORREX/EnCoRRe Transactions processed through the Service Bureau that is equal to or
     greater than the number of such Transactions processed through the Service Bureau during the * ; provided, however that HR
     shall be excused from meeting or exceeding such number to the extent that such reduction in Transactions is directly related to: (i)
     the loss of a Customer that is not replaced by one or more other Customers of equal or more volume; and/or (ii) material downturns
     in the economy generally and/or the travel industry specifically as they exist from time to time; and/or (iii) failures in and/or
     unavailability of the Service Bureau or the Services generally; or (iv) failure by ETRX to migrate the Service Bureau(x) from
     CoRRe to CORREX/EnCoRRe during the Term. In the event HR deems, from time to time, that an event(s) outlined in subclauses
     (i), (ii), (iii) and/or or (iv) exists, HR shall provide ETRX written notice of such determination.

      If at the end of the initial two (2) year Term and annually thereafter (unless otherwise agreed in writing), HR has failed to achieve
      the Target Volume in each year (calculated from the Effective Date and anniversaries thereof and adjusted equitably as mutually
      agreed to account for the events outlined in (i) to (iv) above, if applicable) then HR shall repay to ETRX (as ETRX‘s exclusive
      remedy in respect of such failure) a sum calculated by taking the * . In the event that the parties can not agree upon an
      equitable adjustment to the calculation within thirty (30) days from the beginning of such negotiations, such dispute shall be
      resolved in accordance with the Dispute Resolution Procedures.

      For the avoidance of doubt, no Transaction volume targets will apply in respect of any run-off period pursuant to Clause 8.4.

2.11 ETRX confirms that it will continue to operate ResAssist in the Service Bureau(x) across all markets in accordance with (inter alia)
     Clause 2.5 until ResX can be run on the Service Bureau(x) in all markets with at least the same level of functionality as ResAssist.

                                                                    6

                                          * CONFIDENTIAL TREATMENT REQUESTED
3.   ETRX‟S PROPRIETARY RIGHTS; HR RESTRICTIONS

     3.1   HR acknowledges that, save as provided for to the contrary in the Development Agreement, the Software, Services, New Products,
           all related documentation, information and other material of any sort which is provided by or on behalf of ETRX and all
           Intellectual Property Rights in same, whether existing now or in future, are the sole and exclusive property of ETRX and/or its
           licensors and embody valuable confidential and proprietary information of ETRX and/or its licensors, the development of which
           required the expenditure of considerable time and money by ETRX and/or its licensors, and are protected by copyright law, trade
           secret law, international treaty and other intellectual property or other laws. HR shall treat such information so received in
           confidence and shall not use, copy, disclose, reverse engineer, disassemble or decompile nor permit any of its personnel, agents or
           sub-contractors to use, copy, disclose, reverse engineer, disassemble or decompile the same, for any purpose that is not specifically
           authorised under this Agreement or the Development Agreement.

     3.2   By virtue of this Agreement, HR acquires only the non-exclusive right as described above to use and receive, and to allow the HR
           Group and end-user corporate clients to use and receive, the Services and does not acquire any licence thereto or any rights of
           ownership in such materials, except as may be set forth in the Development Agreement or a separate written agreement. HR shall
           not use the Services to establish its own Service Bureau during the Term without the prior written consent of ETRX. Nothing in
           this sub-clause shall affect HR‘s entitlement to use and allow use of the Services for the provision of services to its corporate
           Customers under Clauses 2.1 and 2.3.

     3.3   Save as provided for in the Development Agreement, ETRX, and/or its licensors, at all times retain all right, title and interest in the
           Software, related documentation, and any derivatives thereof. Save as expressly set out herein and/or the Development Agreement,
           no right or license is granted hereunder by implication, estoppel or otherwise.

     3.4   HR agrees not to remove, alter or conceal any product identification, copyright notices, or other notices or proprietary restrictions
           from the monthly data information reports or the Services provided to HR by ETRX and to reproduce any and all such notices on
           any copies of such materials.

     3.5   ETRX acknowledges that, as between HR and ETRX, HR is and shall continue to be the owner of all HR Group and HR Customer
           branding, HR Customer employee data (“Customer Data”) and other HR, HR Group and HR Customer generated or provided
           information and other material of any sort which is provided by or on behalf of HR, HR Group and/or HR Customers to/used by or
           on behalf of ETRX in or in relation to the Services (collectively, “HR Property”) . By virtue of this Agreement, ETRX acquires
           only a non-exclusive right to use and receive HR Property in and in relation to the Services and does not acquire any licence thereto
           or any rights of ownership in such materials, except as may be set forth in a separate written agreement.

     3.6   ETRX will: (a) use Customer Data only as is strictly necessary to provide the Services; and (b) comply with HR‘s reasonable
           instructions from time to time in relation to its holding and handling of Customer Data; and (c) maintain safeguards against the
           destruction, loss or alteration of Customer Data which are no less rigorous than those required of a data processor under the Data
           Protection Act 1998 (the ― Act ‖); and (d)

                                                                        7
      comply and procure the compliance with the relevant requirements and provisions of the Act and any other laws and regulations
      applicable to the provision of the Services.

3.7   In addition, ETRX acknowledges that Customers sometimes request information and comfort concerning the handling and security
      of their Customer Data, and ETRX agrees to co-operate reasonably from time to time with HR in relation to any such requests
      where such co-operation would not involve material expense on the part of ETRX. In all other cases the parties will endeavour
      (acting reasonably and in good faith) to agree an appropriate fee for ETRX‘s services.

3.8   Both parties recognise and acknowledge that any use or disclosure of the other‘s proprietary materials in breach of this Agreement
      may cause the owner irreparable damage for which other remedies may be inadequate, and each party hereby acknowledges as
      proper any request to a court of competent jurisdiction by the other party for injunctive or other equitable relief seeking to restrain
      such use or disclosure.

3.9   HR assumes full responsibility for the quality, accuracy and completeness of the data transmitted or provided by HR, HR Group or
      HR Customers to the Service Bureau, whether by means of the Software or otherwise, including any inaccurate results obtained as
      a result of such data where supplied corrupted, inaccurate or incomplete provided always that, except to the extent directly arising
      from, related to, or in connection with a Force Majeure Event (as defined in Clause 7) and/or errors or omissions on the part of HR,
      HR Group and/or HR Customer(s), this Clause shall not in any way serve to limit or exclude ETRX‘s responsibility for any low
      quality, inaccuracy or incompleteness of such data where and to the extent that such low quality, inaccuracy or incompleteness has
      arisen as a direct result of acts, errors or omissions on the part of ETRX or any of its service-providers/sub-contractors.

3.10 Indemnity .

      3.10.1 ETRX shall indemnify HR and the HR Group members from and against any and all costs (including reasonable legal
             fees), expenses, claims, damages, losses, actions and judgements which any or all of them suffer as a direct result of any
             third party claim that the use of the Service Bureau(x)/Services in the normal course infringes the Intellectual Property
             Rights of any third party.

      3.10.2 Clause 6.2 shall not apply to indemnity under this Clause 3.10.

      3.10.3 Indemnification under this Clause 3.10 is contingent on ETRX being notified promptly of such action, claim, suit or
             proceeding in writing and being given authority, control and full and proper information and assistance (at ETRX‘s cost) in
             the defence and settlement of such action, claim, suit or proceeding.

      3.10.4 If ETRX‘s products, Software, Services, content, data or other materials provided under this Agreement become, or in
             ETRX‘s reasonable good faith opinion are likely to become the subject of such a claim of infringement, ETRX may at its
             option and expense: (1) within a commercially reasonable period of time secure for HR the right to continue using the
             allegedly infringing items; (2) within a commercially reasonable period of time replace or modify the allegedly infringing
             items to make them non-infringing; (3) litigate with the alleged infringer; and/or (4) terminate this Agreement with respect
             to the infringing item

                                                                   8
                    only, without prejudice to any rights HR may have under Clause 3.10.1 or otherwise under this Agreement (other than
                    Clause 9.2.1) in respect of the said infringement or said termination. In the event of termination pursuant to subclause
                    3.10.4(4), HR has the right to terminate this Agreement (without prejudice to any rights HR may have under Clause 3.10.1
                    or otherwise under this Agreement (other than Clause 9.2.1) in respect of the said infringement or said termination) upon
                    written notice to ETRX in the event HR determines that such termination by ETRX has a material adverse affect on the
                    Services.

           3.10.5     Notwithstanding the foregoing, ETRX has no obligation to HR under this indemnity in connection with any claim or
                      allegation to the extent resulting directly from: (i) the negligent use of the Software, Services, New Products, content or
                      data provided hereunder by or on behalf of ETRX; or (ii) the use of ETRX‘s Software, Services, New Products, content,
                      or data provided hereunder by or on behalf of ETRX other than in accordance with this Agreement and the
                      documentation, manuals or other written instructions or specifications provided by or on behalf of ETRX hereunder; or
                      (iii) modifications or alterations to any of the Software, Services, New Products, content or data provided by or on behalf
                      of ETRX which are made other than by ETRX or its subcontractors; or (iv) HR‘s, HR Group‘s, HR Customer‘s or HR
                      Group‘s Customer‘s failure to use corrections or enhancements made available by or on behalf of ETRX; or (v) HR‘s,
                      HR Group‘s, HR Customer‘s or HR Group‘s Customer‘s use of the Software, Services, New Products, content or data
                      provided by or on behalf of ETRX in combination with any product or information not owned or developed or provided
                      by ETRX or any third party (other than HR) on behalf of ETRX; or (vi) HR‘s, HR Group‘s, HR Customer‘s or HR
                      Group‘s Customer‘s distribution, marketing or use for the benefit of third parties (other than by using in the normal
                      course marketing material(s) provided by or on behalf of ETRX and/or otherwise as specifically allowed under this
                      Agreement) of the Software, Services, New Products, content or data provided hereunder by on or behalf of ETRX; or
                      (vii) information, data, hardware, software or other materials provided hereunder by HR, HR Group, HR Customer, HR
                      Group‘s Customer or any third party (other than by or on behalf of any TRX Group member(s)) on behalf of HR, HR
                      Group, HR Customer or HR Group‘s Customer; or (viii) Custom Software (as defined in the Development Agreement)
                      developed by HR or a third party (other than ETRX) on behalf of HR under the Development Agreement.

4.   PRICING AND PAYMENT

     4.1   The Charges are set forth on Schedule 2 attached hereto. Subject to Clause 4.8, HR shall make all payments of Charges in
           sterling * (the “Due Date”) according to the payment schedule set forth on Schedule 2 and regardless of whether HR collects
           any fees from its customers. ETRX shall be entitled to charge interest on all undisputed amounts not paid on the Due Date at the
           rate of 2% above Barclays Bank plc base rate, from time to time in force. ETRX has the right to suspend performance of the
           Services on 15 days‘ written notice if payment of any undisputed Charge remains outstanding for more than 30 days following the
           Due Date.

     4.2   The Charges do not include any charge for Value Added Tax and HR is solely responsible for paying any and all Value Added Tax
           arising in connection with the Services rendered to HR under this Agreement.

                                                                        9

                                               * CONFIDENTIAL TREATMENT REQUESTED
4.3   Both parties agree to take all reasonable steps to minimize taxes, which might be assessed on either party based on the parties‘
      performance hereunder.

4.4     *

4.5   ETRX will maintain and procure the maintenance of complete and accurate books and records (using, amongst other things,
      generally accepted accounting principles consistently applied) of all Services supplied, all Transactions and all Charges and other
      sums claimed hereunder (“Books and Records”) , and will retain the Books and Records for 6 years after the expiry or termination
      of this Agreement.

4.6   To review compliance with Clauses 4.4 and 4.5 and the accuracy of ETRX‘s invoices HR may designate independent auditors who,
      at HR‘s expense will be permitted to examine (as the context requires) ETRX‘s charges to other customers and/or the Books and
      Records provided, however, that such auditor must sign a reasonable non-disclosure agreement with ETRX prior to commencing
      any examination. ETRX shall afford reasonable access to the auditor to its books and records, for the purpose of carrying out such
      an inspection.

4.7   The cost of such audit shall be at HR‘s expense; provided, however, that ETRX will bear the cost of the audit if the audit reveals
      any overpayment which, in the aggregate, is greater than three percent (3%) of the amount which was actually due for the period
      being audited.

4.8   As regards Clause 4.4, HR‘s auditor will be permitted to report to HR only the fact that ETRX is or is not in compliance with it,
      and will not be permitted to disclose any specific information to HR regarding ETRX‘s customers. If the auditor reports that ETRX
      is not in compliance with Clause 4.4, the auditor will report to ETRX the changes which need to be made to the charges and other
      terms of supply of the Services/New Products in order for ETRX to be in compliance with Clause 4.4. In the event ETRX agrees
      with the auditor‘s findings, ETRX shall implement such changes within a reasonable period and upon request from HR, and the
      auditor shall certify to HR that ETRX is in compliance with this provision, once the changes have been made. In the event ETRX
      reasonably

                                                                 10

                                        * CONFIDENTIAL TREATMENT REQUESTED
           and in good faith disagrees with the auditor‘s findings, the parties shall attempt to resolve such dispute in accordance with the
           Dispute Resolution Procedure.

           If any portion of an ETRX invoice is subject to a bona fide dispute between HR and ETRX the following provisions shall apply:

     4.9   HR will notify ETRX within ten business days after the date of receipt of the invoice(s) in question and will describe in reasonable
           detail HR‘s reasons for disputing each item; and

           4.9.1   within ten business days after ETRX‘s receipt of such notice from HR the parties will negotiate in good faith via the
                   Dispute Resolution Procedure to reach settlement on any items that are the subject of the dispute; and

           4.9.2   notwithstanding a dispute, HR will pay or cause the payment of the undisputed part(s) of any invoice within the timescales
                   set out in Clause 4.1 as if there had been no dispute and may withhold the disputed portion as provided for in Clause 4.9;
                   and

           4.9.3   HR will pay or procure the payment of the disputed amount within 10 days of the dispute being settled (to the extent that it
                   is settled) and the due amount agreed. If reasonably requested by HR, ETRX will reissue invoices in respect of any altered
                   payments.

     4.10 In the event that any payments hereunder become due and payable by one party (the ―Owing Party‖) at a time when there is a bona
          fide claim (ie a disputed or overdue payment as opposed to a sum owing in the normal course) against the other party (the ―Owed
          Party‖) by the Owing Party, the Owing Party shall be entitled to pay any such sum into a joint interest-bearing deposit account in
          the joint names of Owing Party‘s solicitors and the Owed Party‘s solicitors (the ―Escrow Account‖) pending resolution of such
          claim in accordance with the Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to
          payment from the Escrow Account of an amount which does not exceed the amount due to it from the Owing Party in relation to
          the resolved claim, with the balance standing to the credit of the Escrow Account being payable to the Owing Party. Interest
          accrued in the Escrow Account shall be apportioned pro rata between the payments made out of the Escrow Account as referred to
          above.

5.   LIMITED WARRANTY

     5.1   ETRX represents and warrants that: (a) it will provide the Services (including support and related services under the SLA) with
           reasonable skill and care, in a timely, workmanlike fashion and in accordance with industry standards; and (b) the functionality and
           responsiveness of the Services and the Software as at the Effective Date (assuming that to be a normal day of operation) will not
           thereafter be reduced by ETRX or any members) of its Group without HR‘s prior written consent.

     5.2   Provided that ETRX and any other members of the TRX Group involved in the provision of Services hereunder has in place
           disaster recovery and business continuity plans and procedures commensurate with the size and nature of its operations (“DR
           Measures”), ETRX will not be liable to HR or the HR Group for any claim or effect, failure to meet the SLAs, or failure to have
           appropriate DR Measures directly arising from, related to, or

                                                                       11
           in connection with: (i) any cause beyond the control of ETRX, including any Force Majeure Event as defined under Clause 7; or
           (ii) any failure of any hardware or software provided by HR or a third party on behalf of HR hereunder; or (iii) any failure of HR or
           the HR Group to provide any hardware or software it is required to provide hereunder or pursuant to a separate agreement; or (iv)
           failure, error or inaccuracy of any Custom Software developed by a third party other than any TRX Group member(s) pursuant to
           the terms of the Development Agreement or any other third party software provided by or on behalf of HR hereunder.

     5.3   EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED WARRANTY IS MADE BY EITHER
           PARTY WITH RESPECT TO ANY SERVICE, PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR ANY
           OTHER MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF
           MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ETRX DOES NOT
           WARRANT THAT THE SOFTWARE OR SERVICES WILL BE ERROR FREE OR THAT ALL ERRORS IN THE
           SOFTWARE CAN OR WILL BE CORRECTED OR THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET HR‘S
           REQUIREMENTS.

6.   LIMITATION OF LIABILITY

     6.1   NEITHER HR, ETRX NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE
           TO THE OTHER FOR ANY CLAIMS FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF
           THE SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF THE AGREEMENT EVEN IF THAT DAMAGE
           WAS REASONABLY FORESEEABLE OR EITHER PARTY WAS AWARE OF THE POSSIBILITY OF THAT LOSS OR
           DAMAGE ARISING, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR
           CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.

     6.2   SUBJECT TO CLAUSE 11.6, IN NO EVENT WILL EITHER PARTY‘S LIABILITY FOR ANY DAMAGES OR INJURIES TO
           THE OTHER PARTY HEREUNDER EVER EXCEED THE TOTAL CHARGES PAID BY HR FOR THE SERVICES
           PROVIDED HEREUNDER FROM FEBRUARY 18, 2000 TO THE DATE THAT IMMEDIATELY PRECEDES THE DATE OF
           THE ACT OR OMISSION THAT GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
           CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

     6.3   Nothing in this Agreement shall operate to limit or exclude the liability of either party in respect of death or personal injury arising
           as a result of the negligence of that party.

7.   FORCE MAJEURE

     7.1   If a party (the “Affected Party” ) is prevented, hindered or delayed from or in performing any of its obligations (other than the
           payment of monies) under this Agreement by a Force Majeure Event:

                                                                        12
           7.1.1 the Affected Party‘s obligations under this Agreement are suspended while the Force Majeure Event continues and to the
                 extent that it is prevented, hindered or delayed;

           7.1.2 as soon as reasonably possible after the start of the Force Majeure the Affected Party shall notify the other party in writing
                 of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event
                 on its ability to perform its obligations under this Agreement;

           7.1.3 the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of
                 its obligations under this Agreement; and

           7.1.4 as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in
                 writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

     7.2   If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts, the unaffected
           party may terminate this Agreement by giving not less than 30 days‘ written notice to the party affected by the Force Majeure
           Event.

     7.3   In Clause 7, “Force Majeure Event” means an event beyond the reasonable control of the Affected Party including, without
           limitation, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation
           or direction, accident or breakdown of plant or machinery not due to the negligence of the Affected Party, fire, flood and storm
           provided that ETRX may not claim as a Force Majeure Event any event which was, or should reasonably have been, prevented or
           limited by its DR Measures, to the extent that it was or should reasonably have been so prevented or limited.

8.   TERM

     8.1   Subject to Clauses 7.2, 8.3 and 9, the initial term of this Agreement shall be two years from the Effective Date.

     8.2   With effect from no later than 1st January 2005, the parties shall commence good faith negotiations with a view to agreeing, by no
           later than 30 June 2005, an extension to the term of this Agreement beyond December 31st 2005. * .
                        th




     8.3   If no extension has been agreed by 30 June 2005 then, unless the parties mutually agree otherwise in writing, the parties will
                                                  th


           promptly commence the production of a Transition Plan pursuant to Clause 9.7 and ETRX agrees that HR may require that the
           Services continue to be provided as part of the Transition Plan up to 31 March 2006.
                                                                                    st




     8.4   ETRX confirms that, in order to enable HR to achieve a smooth transition off the Services, HR may require as part of the
           Transition Plan the right to begin staged transitioning off the Services prior to 31 December 2005. HR will act reasonably and in
                                                                                              st




                                                                       13

                                              * CONFIDENTIAL TREATMENT REQUESTED
           good faith in this regard, and ETRX confirms that in respect of any such transitioning, HR shall not be in breach of Clause 12.

9.   TERMINATION

     9.1   A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the
           “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 9.2 in relation to the Breaching Party.

     9.2   The events are:

           9.2.1 the Breaching Party being in material breach of an obligation under this Agreement (other than breaches of the SLA, which
                 breaches are provided for in Clause 9.2.6) and, if the breach is capable of remedy, failing to remedy the breach within 30
                 days starting on the day after receipt of written notice from the Initiating Party giving details of the breach and requiring the
                 Breaching Party to remedy the breach;

           9.2.2 the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the
                 Breaching Party‘s winding up or dissolution;

           9.2.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an
                 encumbrancer taking possession of or selling, an asset of the Breaching Party;

           9.2.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court
                 of competent jurisdiction for protection from its creditors generally;

           9.2.5 HR may terminate this agreement with immediate effect by written notice to ETRX within 60 days following: (a) a change
                 of control of ETRX (whether such control is exercised as sole or joint control, with a third party); or (b) if BCD Technology
                 S.A. or another company owned or under the control of BCD Technology S.A. cease to hold the majority of the voting
                 rights in TRX and/or WTT UK Limited. In this clause, “control” means the ability to direct the affairs of another whether
                 by way of contract, ownership of shares or otherwise; or

           9.2.6 In the event HR determines that ETRX has committed or permitted persistent breaches of the SLA which, when taken
                 together, amount to a material breach, HR shall give ETRX written notice of such determination. In the event ETRX
                 reasonably and in good faith agrees to such determination, HR may terminate this Agreement within thirty (30) days of such
                 good faith agreement, which will not be unreasonably delayed (if given). In the event ETRX reasonably and in good faith
                 disagrees with such determination it will promptly notify HR of that fact, and the parties shall then attempt to resolve such
                 dispute through the Dispute Resolution Procedure in no longer than a 30 day time period from ETRX‘s notification.

     9.3   If there is any material change, as determined by either party; (1) in any laws, ordinances, orders, rules or regulations governing the
           way the parties may operate; (2) in travel

                                                                       14
      industry conditions, including but not limited to, airfares (e.g., net fares or net/net fare arrangements) or compensation to HR, by
      action of any industry vendor, governing body or client; or (3) in technology including but not limited to computer reservation
      systems or the internet; which material change has the effect of materially increasing or decreasing the cost of doing business; then,
      either party shall have the right to provide written notice to the other party of such change and both parties agree to renegotiate in
      good faith the financial and/or service terms of this Agreement. If the parties are unsuccessful in renegotiating mutually satisfactory
      terms within 30 days of such material change, and the Dispute Resolution Procedure has been applied, then either party shall have
      the right (but not the obligation) to terminate this Agreement at any time thereafter upon at least sixty (60) days‘ advance written
      notice. Following such termination, the parties shall co-operate fully to ensure that termination assistance and run-off services are
      provided to HR at a cost and for a period which is reasonable in the light of the material change in circumstances in accordance
      with Clauses 9.6 and/or 9.7 as the case may be.

9.4   Both parties shall have an obligation to take such steps as may be reasonably necessary to minimize damages to the parties on
      termination, including, but not limited to, minimising all contractual obligations that but for the existence of this Agreement,
      neither party would have entered into.

9.5   Subject always to Clauses, 8.3, 9.6 and 9.7, and without prejudice to each party‘s accrued rights and obligations, upon termination
      of this Agreement for any reason, the parties‘ further obligations hereunder will immediately cease.

9.6   In the event of termination of this Agreement by ETRX, ETRX will work together with HR or a designated third party to identify
      the information, materials and resources HR is entitled to receive and to develop an overall plan for run-off of the Services and
      transitioning such items to HR in accordance with the following provisions (collectively, ―Termination Assistance‖). The terms of
      this Agreement as they relate to Termination Assistance shall remain in effect until ETRX has completed its Termination
      Assistance. ETRX will provide the Termination Assistance, described in this Clause 9.6 for a period of no less than * per
      HR‘s written request, except as provided in this Clause. ETRX‘s obligation to provide Termination Assistance will be conditioned
      upon HR paying to ETRX all outstanding invoices prior to the commencement of any Termination Assistance and will be
      conditioned upon HR continuing to pay when due any and all fees due hereunder during the Termination Assistance period. HR
      shall pay ETRX standard hourly rates and reasonable expenses for any Termination Assistance provided by ETRX. This fee is in
      addition to any other payments required under this Agreement. Notwithstanding the termination or expiration of this Agreement,
      the terms and conditions of this Agreement will apply to all services provided by ETRX during such period. If HR requests
      Termination Assistance beyond the available capacity of the ETRX on-site staff, such request will be treated as a request for
      additional services and HR will pay the agreed upon charge for such additional services. The provision of this Clause will survive
      the expiration or termination of this Agreement for any reason.

9.7   During the Term, HR and ETRX will jointly develop a plan (the ―Transition Plan‖) that will address the orderly transition and
      migration to HR (or a designated third party) from ETRX all of the Services then being performed or managed by ETRX under this
      Agreement upon expiration of this Agreement or termination of this Agreement by HR (―Termination Transition‖). The Transition
      Plan will set forth the tasks to be

                                                                  15

                                         * CONFIDENTIAL TREATMENT REQUESTED
            performed by HR and ETRX, the time for completing such tasks and the criteria for declaring the transition ―completed‖. The
            parties and their employees and agents will co-operate in good faith to execute the plan and each party agrees to perform those
            tasks assigned to it in the Transition Plan. The parties will work together in good faith to direct the execution of the Transition Plan.
            The terms of this Agreement as they relate to the Termination Transition shall remain in effect until the parties have completed the
            Termination Transition. The Transition Plan will include the following tasks and such other tasks as may be agreed upon by HR
            and ETRX:

            9.7.1 Subject to Clauses 3 and 11, providing HR access to necessary data files and programs, certain non-proprietary operational
                  procedures and data and documentation in ETRX‘s possession related to the Services;

            9.7.2 Each party returning to the other all of that other party‘s confidential and proprietary information and other property in the
                  first-mentioned party‘s possession, except for one copy which it may retain, subject to its confidentiality obligations, for
                  internal record keeping purposes and for compliance with applicable professional standards; and

            9.7.3 Returning all HR data and documentation. ETRX will deliver to HR all HR data (including Customer Data) in a format
                  application for use by HR and will seek to minimise the amount of manual data entry or re-keying necessary in connection
                  with the transfer of such data to HR. If HR requires a format which, in the reasonable good faith opinion of ETRX, is more
                  costly and/or complex than other reasonably acceptable and commercially available alternative formats, ETRX may charge
                  HR and HR will pay the costs directly arising from the use of such format.

      9.8   Such provisions of this Agreement as are required to survive its termination or expiry in order to give full force and effect to the
            rights and obligations of the parties hereunder shall be deemed to so survive.

      9.9   Termination of this Agreement does not constitute either party‘s exclusive remedy for breach or non-performance by the other
            party and each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief.

      9.10 As soon as reasonably practicable after the Effective Date, ETRX shall procure that the source code for the Software is placed and
           maintained in escrow with a reputable escrow agent during the Term, and HR shall (at it‘s own cost) be entitled to subscribe to the
           said escrow arrangements on mutually agreed upon terms. The parties shall endeavour in good faith to negotiate with the escrow
           agent to obtain an escrow arrangement where fees will be generally in the amount of $1900 for the set up of the escrow and $1350
           for the annual fee.

10.   NON-SOLICITATION

      10.1 During the Term, and except as provided in the Purchase and Termination Agreement of even date to which ETRX and HR are
           both parties, neither party shall employ, solicit or make any offers to employ any employees used by the other in connection with
           the performance of the Services, without the prior written consent of the other, which consent shall not be unreasonably withheld.
           The non-breaching party shall be entitled, in addition

                                                                         16
           to any other remedies it may have at law or in equity, to a payment from the party in breach of this Clause in an amount equal to
           three months‘ salary of any employee that party employs, solicits or offers to employ in breach of this Clause.

11.   CONFIDENTIALITY

      11.1 During the course of this Agreement a party (the “Receiving Party”) may come into possession of technology, computer software,
           documentation, trade secrets, products, copyrights or other confidential and proprietary information (“Confidential Information”)
           of the other (the “Disclosing Party”).

      11.2 The Receiving Party:

           11.2.1 may not use Confidential Information for a purpose other than the performance of its obligations under this Agreement;

           11.2.2 may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in
                  accordance with Clauses 11.3 and 11.4; and

           11.2.3 shall make commercially reasonable efforts to prevent the use or disclosure of Confidential Information.

      11.3 The Receiving Party may disclose Confidential Information to any of its Group members, directors, other officers, employees and
           sub-contractors (a “Recipient”) to the extent that disclosure is desirable for the purposes of this Agreement.

      11.4 The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party‘s obligations of
           confidentiality under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall be liable for any
           and all acts or omissions of its Recipient which violate the Receiving Party‘s obligations of confidentiality hereunder.

      11.5 Clauses 11.2 to 11.4 do not apply to Confidential Information which:

           11.5.1   is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving
                    Party‘s or Recipient‘s breach of this Agreement;

           11.5.2   can be shown by the Receiving Party to the Disclosing Party‘s reasonable satisfaction to have been known by the
                    Receiving Party before disclosure by the Disclosing Party to the Receiving Party;

           11.5.3   was developed by the Receiving Party or another member of its Group independently from and without reference to the
                    Confidential Information of the Disclosing Party or any member(s) of its Group; or

           11.5.4    is required to be disclosed by law or any regulatory authority.

                                                                       17
      11.6 The Receiving Party‘s obligation with respect to the Confidential Information of the Disclosing Party shall survive the termination
           or expiry of this Agreement, and Clause 6.2 shall not apply to breaches of this Clause 11.

12.   NON-COMPETITION

      12.1 During the Term, HR covenants for itself and its Group members that in providing travel management services to Customers, it
           will use its best commercial endeavours to use the Software via the Service Bureau(x) to the exclusion of materially competing
           software products, provided always that HR shall not be, nor shall it be deemed to be, in breach of this Clause 12.1, and HR and its
           Group members shall be free to use and sell their own and/or any third party software products and services (―Non-ETRX
           Products‖), in either case, when providing such travel management services:

           12.1.1    where an existing or prospective client of HR or any HR Group member specifically requests in writing that one or more
                    Non-ETRX Products be used for the servicing of some or all of its account, provided always that such a request shall
                    relieve HR of its obligations hereunder only in respect of the client in question; or

           12.1.2    by using and/or permitting the use of Non-ETRX Products which on the date of implementation are of a higher quality or
                    a lower price or better functionality or performance than their ETRX equivalent(s); or

           12.1.3    when carrying on, alone or jointly, directly or indirectly, any business which it carried on at February 18, 2000 or at any
                    time in the twelve months preceding February 18, 2000; or

           12.1.4    when holding less than ten per cent of any class of shares or debentures of any company listed on any recognised stock
                    exchange which competes directly or indirectly with the business of ETRX or TRX; or

           12.1.5    when Clauses 2.5, 5.6, 6.5 or 7.3 of the Development Agreement have been applied (to the extent that any of them have
                    been has been applied).

      12.2 HR covenants for itself and its Group members that if during the Term it or its Group members purchases any entity which: (a)
           owns Non-ETRX Products and those Non- ETRX Products would be regarded by an independent and objective third party with
           detailed knowledge of the corporate travel industry as being materially competitive with the Software (―Competitive Products‖);
           and/or (b) uses Non-ETRX Products, then, for the remainder of the Term (but subject always to Clauses 12.1.1 and 12.1.2) that
           entity will only use such Competitive Products and/or Non-ETRX Products (as the case may be) to continue to service clients who
           were using them as at the date of the purchase or who, at that date, had agreed with that entity to commence use/implementation of
           them. Clause 12.1 will apply to all new clients of that entity after the date of the purchase. Notwithstanding the foregoing, the
           parties acknowledge and agree that in the event HR or its Group members purchase an entity which is contractually obligated to a
           third party to achieve a specific volume of transactions and/or level of revenues and/or use Competitive Products and/or
           Non-ETRX Products, such entity shall be entitled to continue to honor such commitment for the term of such contract as such term
           exists on the date of the purchase of such entity; provided, however that HR covenants that such entity and/or HR

                                                                       18
           and/or its Group members shall not renew any such contractual volume commitment(s) unless such third party is contractually and
           unilaterally entitled to do so.

      12.3 ETRX agrees on its own behalf and on behalf of the other TRX Group members that, during the Term, they shall not directly sell
           or license Services or directly license Software to any of HR‘s Customers and any of HR Group member‘s Customers without the
           prior written consent of HR; provided, however, that this Clause 12.3 shall not apply to the extent that that the provisions of
           Clauses 12.1 and 12.2 are no longer in effect with respect to such Customer or with respect to the particular Service or Software
           ETRX desires to sell or license.

      12.4 For the avoidance of doubt, and notwithstanding any other provision(s) of this Agreement:

           12.4.1 the provisions of this Clause 12 shall cease to apply upon the earlier of: (i) the earlier of the date upon which negotiations
                  pursuant to Clause 8.1 cease in accordance with the provisions of that Clause and no extension has been agreed, and the
                  date upon which the parties mutually agree that there will be no extension of this Agreement; or (ii) on the expiry or
                  termination of this Agreement however arising, and shall not survive any such expiry or termination; and

           12.4.2 HR‘s obligations under this Clause 12 apply only to the Software as utilised in the Service Bureau(x), and do not apply to
                  any other products or services of ETRX or any other member(s) of the TRX Group including the data consolidation and
                  aggregation services of TRX‘s TRX Data Services division.

13.   JOINT OVERSIGHT COMMITTEE

      13.1 JOC Procedures . The following representatives will comprise a joint oversight committee (the ―JOC‖) which will meet at least
           quarterly. The functions of such committee, among other things, will be to carry out its obligations as expressed throughout this
           Agreement, to provide Product and Services direction, review and analyze changes in the market, prioritize resources to improve
           performance of the parties‘ obligations hereunder, review and analyze the performance of the parties, and to review
           recommendations and suggestions to enhance the performance of the Services.

           ETRX Designees(2):           Shane Hammond                                     Peter Grover

           HR Designees (2):            Derek Caddie                                      Nigel Meyer

      13.2 If a JOC Member resigns or leaves its employer or for any other reason ceases to be a JOC Member, the party with a vacancy will
           promptly appoint a replacement.

      13.3 JOC Procedures. All actions of the JOC will be subject to the following process. An equal number of appointed representatives
           from each party must be in attendance for the JOC to conduct a meeting.

           13.3.1 Each party hereby appoints the following individual as its Management Representative for purposes of this Agreement:

           ETRX: Trip Davis

                                                                       19
           HR: Bill Brindle

           13.3.2    Thirty (30) days prior to replacing its Management Representative, HR or ETRX, as the case may be, shall notify the
                    other in writing identifying its proposed replacement.

      13.4 Report Contents. ETRX will prepare (i) a listing of key Service activities, and (ii) definitions of measurements of qualitative and
           quantitative service performance levels for each such key Service activity including as detailed in the SLA (“Service Performance
           Levels”), and will submit such listings and definitions to the JOC for approval. The Service Performance Levels will be used to
           measure HR‘s and ETRX‘s performance of their responsibilities under this Agreement.

      13.5 Service Performance Reports. ETRX will deliver to the JOC for each calendar quarter (within thirty (30) days of the end of such
           quarter), commencing with the calendar quarter beginning January 1, 2004, service performance reports (― Service Performance
           Reports ‖) that identify, for each JOC approved key Service activity, the Service Performance Level for that activity. The JOC will
           review the parties‘ performance during the relevant time period (including but not limited to the information, contained in the
           Service Performance Reports), and will provide feedback to both ETRX and HR regarding the performance of their respective
           responsibilities under this Agreement. The JOC will also periodically review the definitions and measurements used in the Service
           Performance Reports and revise them as necessary to reflect the most appropriate measures of ETRX and HR performance.

14.   GOVERNING LAW AND DISPUTE RESOLUTION

      14.1 This Agreement is governed by and shall be construed in accordance with English law.

      14.2 Initial Procedures. The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute
           arises between the parties, the Managing Director of ETRX and the Program Director of HR will attempt to reach an amicable
           resolution. If either of them reasonably determines that an amicable resolution cannot be reached, they shall submit such dispute in
           writing (a ―Dispute Notice‖) to the CEO of TRX Inc and the Business Technology Director of HR (the ―Management
           Representatives‖), who shall use their best efforts to resolve it or to negotiate an appropriate modification or amendment.

      14.3 Escalation. Except as otherwise provided in this Agreement (including Clause 9.2.6), neither party shall be permitted to bring
           proceedings against the other (save for injunctive relief) until the earlier of (i) the date the Management Representatives conclude
           in good faith that an amicable resolution of the dispute through continued negotiation is unlikely, or (ii) sixty days from the date of
           submission of a Dispute Notice by either party.

      14.4 The courts of England and Wales have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any
           disputes, which may arise out of or in connection with this Agreement (respectively, ― Proceedings ‖ and ― Disputes ‖) and, for
           these purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

                                                                        20
      14.5 Each party irrevocably waives any objection which it might at any time have to the courts of England and Wales being nominated
           as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England and
           Wales are not a convenient or appropriate forum.

15.   GENERAL

      15.1 This Agreement, including the Schedules hereof and the Exhibits attached hereto, as well as the Development Agreement
           represents the entire understanding and agreement between the parties relating to the subject matter, and supersedes any and all
           previous discussions and communications. No employee or agent of ETRX nor any distributor is authorized to make any additional
           representations or warranties related to the services provided hereunder or the Software. Any subsequent amendments and/or
           additions hereto are effective only if in writing and signed by both parties.

      15.2 All media releases, public announcements and public disclosures by either party relating to this Agreement, but not including any
           disclosure required by legal, accounting or regulatory requirements, shall be approved by both parties prior to such release.

      15.3 Neither party may assign, delegate or sub-contract its rights or obligations under this Agreement without the prior written consent
           of the other, save that a party shall not unreasonably withhold its consent to the assignment, delegation or sub-contracting by the
           other of its rights and/or obligations to a parent company or majority-owned subsidiary of that party, provided that: (a) it is satisfied
           that such parent/subsidiary has the financial and other resources in order properly to perform that party‘s obligations hereunder;
           and (b) the party so assigning, delegating or sub-contracting remains primarily liable to the other party for the proper performance
           of the first-mentioned party‘s obligations under this Agreement. Subject to the foregoing limitation on assignment, this Agreement
           is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.

      15.4 ETRX acknowledges that HR is entering into this agreement on its own behalf and also on behalf of and for the benefit of the HR
           Group, and HR and the HR Group shall accordingly: (a) have the benefit of and shall be entitled to enforce all rights granted to HR
           under this Agreement; and (b) be invoiced directly by ETRX (or such other ETRX- nominated entity as HR may approve in
           writing, such approval not to be unreasonably withheld) for all Services and other products and services provided to them
           hereunder.

      15.5 The failure of either party at any time to require performance by the other party of any provision hereof is not to affect in any way
           the full rights of such party to require such performance at any time thereafter, nor is the waiver by either party of a breach of any
           provision hereof to be taken or held to be a waiver of the provision itself or any future breach. All waivers must be given in writing
           by the waiving party to be effective.

      15.6 The parties hereto are independent contractors, and nothing in this Agreement is to be construed to create a partnership, joint
           venture, or agency relationship between ETRX and HR.

      15.7 If any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective
           to the extent of such prohibition or

                                                                        21
           invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement which shall remain
           in force.

           15.7.1

16.   COUNTERPARTS

      16.1 This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.

17.   NOTICES

      17.1 Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it
           shall, except where otherwise specifically provided, be in writing in the English language and shall be addressed as provided in this
           clause and may be:

           17.1.1 personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

           17.1.2 sent to the relevant address by prepaid registered mail with advance telefax, in which case it shall be deemed to have been
                  given 2 business days after the date of posting (business days meaning any day on which commercial banks in London are
                  fully open for business).

      17.2 The addresses and other details of the parties referred to in this clause are, subject to notification of change, as below:

               Name:                                    Hogg Robinson
              For the attention of:                     The Company Secretary
              Address:                                  Global House,
                                                        Victoria Street,
                                                        Basingstoke,
                                                        Hampshire,
                                                        RG21 3BT
              Fax number:                               01256 325229
              Name:                                     e-TRX Limited
              For the attention of:                     Managing Director
              Address:                                  Sutherland House
                                                        Russell Way
                                                        Crawley
                                                        West Sussex RH 10 1UH
              with a copy to:

                                                                           22
Name:                              TRX, Inc. (on behalf of any and all of the TRX Party)
For the attention of:              President with a copy to Ralph Manaker (General Counsel and Executive VP)
Address:                           6 West Druid Hills Drive
                                   Atlanta, Georgia 30329
                                   U.S.A.
Fax number:                        001 404 814 2967

Either party may change its address for the purpose of this Clause by giving the other party written notice of its new address in the manner set
forth above.

                                                                       23
e-TRX Limited                       Hogg Robinson plc

Signed:    /s/ Ralph Manaker        Signed:

                               23
IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered into this Agreement.

e-TRX Limited                                                         Hogg Robinson plc

Signed:                                                               Signed:     /s/ Hogg Robinson plc

                                                                 24
                                                                  S CHEDULE 1

                                                          S OFTWARE AND S ERVICES

The Software to be used for the provision of the Services is a follows:

CoRRe, EnCoRRe and CORREX

ResAssist and ResX

ProfileSync and Profiler

any New Products or Modifications which HR elects to take pursuant to Clause 2.6 at the price (if any) for them as set forth in this Agreement.

                                                                          25
                                              S CHEDULE 2

                                                C HARGES

CORRE/ENCORRE/CORREX SERVICES:          * /Transaction
                                      For routine/test writing a charge of * per man-day will be charged for work
                                      requested by HR and agreed in writing beforehand.
RESASSIST/RESX INCLUDING PROFILES:      * /Transaction processed via Resassist or RESX.
                                          RESASSIST and RESX also include local profile management functionality which
                                          allows a user to enter and maintain their profile details. This functionality is
                                          limited to the input of individual profiles and is distinct from the functionality
                                          provided by PROFILESYNC/PROFILER which provide the ability to ―push‖
                                          these profile details into the chosen GDS(s) and to provide bulk feeds of many
                                          profiles for, for instance, a large corporate customer. This
                                          PROFILESYNC/PROFILER functionality is not included in the
                                          RESASSIST/RESX price.
PROFILESYNC.COM/RESX PROFILER:               * per push on the basis that * or more pushes per calendar year are
                                          achieved. If less than that number is achieved in a calendar year then, having made
                                          an equitable allowance for any Service failings during that year which have
                                          directly contributed to the shortfall (which allowance shall be mutually agreed by
                                          the parties acting reasonably and in good faith), HR will pay to ETRX the
                                          difference between the total of the transaction fees paid in that year for that part of
                                          the Service (ie the actual number of pushes multiplied by * ) and the sum
                                          of * . Any disputes relating to these payments will be resolved via the Dispute
                                          Resolution Procedure.

                                                    26

                                 * CONFIDENTIAL TREATMENT REQUESTED
                                                               SCHEDULE 3

                                                    SERVICE LEVEL AGREEMENT

1.   General

     1.1   The support department is staffed between the * , Monday through Friday excluding English Bank Holidays. In addition, after
           hours support for ResAssist and ResX will be provided from the TRX Dallas facility * .

     1.2   The Service Bureau(x) and all related data centres are monitored 24 hours per day, seven days per week.

     1.3   Other than as set forth in 1.1 above, after-hours, weekends, and during holidays, emergency support is provided via pager.

2.   Points of Contact and Escalation

     2.1   HR‘s Representatives

           2.1.1   HR will designate representatives to attend training and, upon certification, provide first and second-level support to HR
                   customers and end users.

           2.1.2   HR‘s representatives will be provided access to internet-based software for error or defect reporting. ETRX will provide
                   real-time access to HR‘s defect list.

     2.2   Customer Support Department

           2.2.1   ETRX staffs a support department whose analysts will assist certified HR representatives with questions and issues
                   relating to site administration or functionality.

           2.2.2   The customer support department will provide notice of any major service outages via email or telephone as soon as
                   possible and, in any event, * of ETRX or another TRX group member becoming aware of the outage, provide release
                   notes for new versions of the Software, and provide available workarounds for defects.

           2.2.3   The customer support department will provide notice of scheduled downtime to HR as far as possible and, in any event,
                   not less than three business days in advance. In this regard, ETRX agrees to use all reasonable commercial endeavours to
                   ensure that all scheduled downtime and related Service disruption is kept to a minimum; and that all such downtime is
                   carried out outside HR Group peak hours for Service usage.

           2.2.4 A customer support analyst will travel to a location to assist with Service performance issues if the HR‘s certified
                 administrators have worked directly with the support department and all remote troubleshooting techniques have been

                                                                      27

                                             * CONFIDENTIAL TREATMENT REQUESTED
                   exhausted. HR is responsible for all pre-approved travel-related expenses, but otherwise such assistance is provided free of
                   charge, except where ETRX can reasonably demonstrate that the visit was not necessary and was requested in error by HR,
                   in which case ETRX will be entitled to charge at the rate of * per day (and HR will pay) for the actual time spent on
                   the visit in question by the ETRX customer support analyst.

     2.3   Client Services Representative

           2.3.1    ETRX will designate one contact to assist HR in sales, marketing, distribution and adoption of the Services.

           2.3.2    This contact will keep HR informed of enhancements and new features expected in upcoming releases of the Services
                    during each development cycle.

     2.4   Support Manager

           2.4.1    HR will contact the ETRX Support Manager for any administrative or functionality issues that are not resolved through
                    standard support contact.

     2.5   Development Director

           2.5.1    The Director of Service Development assigns custom programming requests, updates the customer support department on
                    the status of error correction and feature releases.

     2.6   Vice President

           2.6.1    This is the TRX contact for the final resolution of unresolved support issues.

3.   Error Definition and Response Times

     3.1   Severity Level One

           3.1.1    This error level is defined as a   * .

           3.1.2    Examples include a      * .

           3.1.3    ETRX will start work immediately and use its best effort to correct the problem remotely within     * . The support
                    department will continue to update HR until the problem is resolved.

     3.2   Severity Level Two

           3.2.1    This error level is defined as a   * .

           3.2.2    Examples include an error in an     * .

                                                                       28

                                               * CONFIDENTIAL TREATMENT REQUESTED
      3.2.3    ETRX will use reasonable efforts to rectify this type of error   *    and, in any event, within   * .

3.3   Severity Level Three

      3.3.1    This error level is defined as a     * .

      3.3.2    Examples include errors in a        * .

      3.3.3    ETRX will rectify this type of problem in the      * .

3.4   Severity Level Four

      3.4.1    This error level is defined as an     * .

      3.4.2    Examples include errors that        * .

      3.4.3    ETRX will use all reasonable endeavours to include error correction in     * .

3.5   Transaction Processing

      3.5.1    Response time will vary based upon Internet connectivity, individual computer speed, and GDS response time.

      3.5.2    The Services maintain a minimum           *   uptime, excluding scheduled maintenance implemented in accordance with
               2.2.3 above.

                                                                  29

                                         * CONFIDENTIAL TREATMENT REQUESTED
                                                           TRX INC GUARANTEE

In consideration of HR entering into the above Amended and Restated Service Bureau Software Services Agreement, TRX, Inc. hereby
irrevocably and unconditionally guarantees and agrees to: (a) perform and discharge and/or procure the performance and discharge in full and
when due of all liabilities and obligations of ETRX arising under or pursuant to the above agreement; and (b) procure the grant of, or grant, in
full and when due all rights and licences to be granted or procured by ETRX under or pursuant to the above agreement.

                                                                                       TRX, Inc.

                                                                                       By:   /s/ Ralph Manaker
                                                                                       Name: Ralph Manaker
                                                                                       Its:  Executive Vice President and General Counsel

                                                                                       Dated: 1 January 2004
                                                                                                 st




                                                                       30
                                         Exhibit 10.42

                                        Execution Copy

            e-TRX LIMITED

                AND

          HOGG ROBINSON PLC



AMENDED AND RESTATED SOFTWARE SUPPORT
             AGREEMENT
                                                     CONTENTS
Clause                                                          Page

1.       Definitions                                              1
2.       Software Maintenance And Support Services                2
3.       Exclusions                                               4
4.       Responsibilities Of HR                                   5
5.       Fees And Payment Terms                                   6
6.       Warranties And Limitation Of Liability                   7
7.       Force Majeure                                            8
8.       Term And Termination                                     8
9.       Confidentiality                                          9
10.      Joint Oversight Committee                               10
11.      Dispute Resolution                                      10
12.      General                                                 11
SCHEDULE 1                                                       14
SCHEDULE 2                                                       15
THE AMENDED AND RESTATED SOFTWARE SUPPORT AGREEMENT, is made effective as of January 1 2004                                st




BETWEEN

(1)        e-TRX LIMITED, a company incorporated in England and Wales under number 3841799, having its registered office at Sutherland
           House, Russell Way, Crawley RH10 1UH(― ETRX ‖); and

(2)        HOGG ROBINSON plc , a company incorporated in England and Wales under number 756582 whose registered office is at Abbey
           House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ (―HR‖)

WHEREAS

Pursuant to the Amended and Restated Software Licence as defined below, ETRX has granted to HR the right and licence to use certain
software programs and related user documentation.

Under this Agreement which amends and restates (but does not terminate) the Software Support Agreement between the parties dated February
18 2000, ETRX agrees to provide on-going support for certain of the software products licensed under the Amended and Restated Software
      th


Licence, subject to the terms and conditions hereinafter provided.

1.         DEFINITIONS

           In this Agreement:

1.1        Amended and Restated Software Licence means the sub-licence by ETRX of one or more Products to HR;

1.2        Effective Date means 1st January 2004;

1.3        Enhancement means changes to the Product that provide additional features and/or functionality, expanding the capabilities of the
           Product, or which so significantly expand a function as to be considered a new function;

1.4        Group means, in relation to a company, that company and each subsidiary of the company and its subsidiaries for the time being;

1.5        Improvements means new functionality that addresses areas that were not covered in the Initial Software Release for the Product, or
           which so significantly expand a function as to be considered a new function;

1.6        Modification means changes to the Product that affect existing functionality. Normally this includes streamlining processes, revising
           screens for clarity, etc;

1.7        Product means the software product known as Highlighter which is licensed to the HR under the Amended and Restated Software
           Licence;

1.8        Services means the services to be provided by ETRX to HR under this Agreement;

1.9        Site means the location(s) of HR where Software is installed;

                                                                           -1-
1.10 Software means, collectively, all of the Software Releases provided by ETRX from time to time, with respect to the Product(s);

1.11 Software Release means a complete or partial delivery of one or more Products. Normally on magnetic media, but may be transmitted
     electronically, as agreed between the parties. There are several kinds of Software Releases as listed below:

      1.11.1    Initial Software Release means the initial delivery of the Product(s) licensed from Technology Licensing Company LLC;

      1.11.2    Upgrade Release (Upgrade) means changes to the Product delivered after the Initial Software Release.

       1.11.3   Corrective Release (Fix) means changes to the Product delivered to correct a bug that impairs the normal operation of the
                Product. May be included as part of an Upgrade Release, or covered under a support agreement;

1.12 Value Added Tax means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar fiscal nature
     whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere;

1.13 In this Agreement, a reference to:

      1.13.1    a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time
                before/whether before or after the date of this Agreement and any subordinate legislation made or other thing done under the
                statutory provisions before/whether before or after the date of this Agreement;

      1.13.2    a document is a reference to that document as modified from time to time;

      1.13.3    a person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership;

      1.13.4    a person includes a reference to that person‘s legal personal representatives, successors and permitted assigns;

      1.13.5    the singular includes the plural and vice versa unless the context otherwise requires;

      1.13.6    a clause or schedule, unless the context otherwise requires, is a reference to a clause of a schedule to this Agreement.

      1.13.7    ―includes‖, ―including‖ and similar terms, means ―includes but is not limited to‖.

1.14 The headings in this Agreement do not affect its interpretation.

2.    SOFTWARE MAINTENANCE AND SUPPORT SERVICES

2.1   Services Provided: During the Term, ETRX will provide the following maintenance and support services to HR, and by prior written
      agreement between the parties to HR‘s

                                                                        -2-
customers, for the Software between the hours of    *    UK time, Monday to Friday, excluding English bank holidays.

TELEPHONE SUPPORT: ETRX will provide reasonable consultation and support by telephone in response to inquiries from HR, and
HR‘s customers by prior written agreement between the parties hereto, regarding the operation of the Software, including both technical
and user issues, and consultation on how to use the Software to meet particular needs. Telephone support by ETRX is however not
intended to be a substitute for reviewing the related user and technical documentation. ETRX reserves the right to limit HR‘s access to
telephone support in the event the personnel requesting such support are not of reasonable knowledge and experience in the
circumstances. In any event, ETRX shall be entitled to charge for telephone support * during any month at the rates listed in
Schedule 2.

SOFTWARE RELEASES: During the term of this Agreement:

(i)    Where no charge is made by ETRX to other licensees of the Software for Upgrades, Corrective Releases, Enhancements,
       Improvements and Modifications made to the Software, ETRX shall provide to HR such Upgrades, Corrective Releases,
       Enhancements and Modifications made to the Software * .

(ii)   Where ETRX charges other licensees of the Software for Upgrades, Corrective Releases, Enhancements, Improvements and
       Modifications made to the Software, ETRX shall provide to HR such Upgrades, Corrective Releases, Enhancements and
       Modifications made to the Software * .

All Software Releases, Modifications, Enhancements and Improvements furnished under this Agreement shall be subject to the licence
and restrictions set forth in the Amended and Restated Software Licence. HR acknowledges that, save as provided for in the Amended
and Restated Software Development Agreement between the parties of such date herein, ownership of all Software Releases,
Modifications, Enhancements and Improvements furnished under this Agreement and of the intellectual property rights therein remains
vested in ETRX or its licensor, and HR shall not acquire any further rights than are conferred on it in the Amended and Restated Software
Licence.

ERROR CORRECTION: In the event HR encounters an error, bug or malfunction in the Software, HR shall promptly provide written
notice to ETRX, describing the problem and indicating the severity of same. ETRX shall verify the cause of the problem, and if it is not
the result of any excluded cause listed herein, ETRX‘s sole obligation shall be to use commercially reasonable efforts to correct

                                                                -3-

                                        * CONFIDENTIAL TREATMENT REQUESTED
      the reported problem within a commercially reasonable period of time. ETRX MAKES NO REPRESENTATION OR WARRANTY
      THAT ALL BUGS, ERRORS OR MALFUNCTIONS CAN BE CORRECTED, NOR THAT THE SOFTWARE WILL OPERATE
      ERROR FREE.

2.2   On-Site Support : ETRX shall provide on-site support pursuant to this Agreement only by prior written agreement between the parties.
      ETRX may agree to provide on site support pursuant to this Agreement to HR customers. If the parties agree that ETRX shall provide
      such on-site support, either to HR or HR‘s customers, HR shall bear all of ETRX‘s out-of-pocket expenses for travel, lodging, meals, etc.

2.3   Additional Support Hours: Maintenance and support services provided other than between the hours specified in Clause 2.1 above are
      not covered under this Agreement and, if such services are requested by HR and made available by ETRX, they will be provided at an
      additional cost to HR, at the rates set forth in Schedule 2.

2.4   Other Services: ETRX can provide other training and consultation services. Any such services shall be performed under a separate
      agreement, if any, negotiated by the parties.

2.5   ETRX Representatives. ETRX shall appoint two ETRX Representatives (as set out at Schedule 1) who will be the contact persons
      through which all support and/or problem communications will be made. ETRX may, from time to time, change one or both of the
      designated Representatives, which change shall be effective only upon HR‘s receipt of written notice thereof. There shall be two ETRX
      Representatives unless otherwise agreed in writing between the parties.

3.    EXCLUSIONS

3.1   Current Releases: ETRX‘s obligation to provide support and maintenance services extends only to the then-current and the immediately
      preceding Software Release for the Product.

3.2   Hardware: This Agreement does not cover the maintenance and/or service of accessories, attachments, machines, or other devices, or
      any computer hardware used by HR. Problems to the extent that they are due to (i) computers, hardware parts, replacements, additions,
      accessories and attachments, used to operate the Software or operation of the Software under adverse environmental or electrical
      conditions; (ii) attempts by persons other than ETRX employees or representatives to repair, maintain or modify the Software, unless
      approved by ETRX; or (iii) any other cause wholly outside the control of ETRX; are excluded from ETRX‘s obligations and
      responsibilities under this Agreement. If the Amended and Restated Software Licence limits HR‘s use of the Software to a particular
      computer or computers, ETRX shall not be obliged to provide support for Software operated on other computers or equipment.

3.3   Causes of Damage: Causes of damage to the Software excluded from ETRX‘s obligations and responsibilities under this Agreement
      include, but are not limited to, the following:

      (a)   Damage due to operation above ninety (90) degrees Fahrenheit for any period of time.

                                                                     -4-
      (b)     Any physical damage to the Software, including, without limitation, components dropped and liquids spilled on or into components
              or media.

      (c)     Damages due to momentary excessive voltage surges or operation of the Software at excessive voltage levels.

      (d)     Damage due to lightning strikes.

      (e)     Damage due to any changes or alterations made to the Software by anyone other than employees or representatives of ETRX,
              unless such changes were authorised in writing or electronic mail by ETRX.

      (f)     Damages due to use of the Software in any manner not contemplated in the Amended and Restated Software Licence, or failure to
              use the Software in accordance with any instructions provided by ETRX or in the Software‘s documentation.

              If the Software is damaged by any cause excluded under this Agreement, including failure to comply with any of the terms and
              conditions of this Agreement or the Amended and Restated Software Licence, ETRX may, but will have no obligation to, perform
              support services at the current support rate.

4.    RESPONSIBILITIES OF HR

4.1   General : Through the initial and any renewal term(s) of this Agreement, and as a condition of ETRX‘S obligation to provide Services
      under this Agreement, HR agrees that it will:

      4.1.1     Provide all information reasonably requested by ETRX to assist in identifying and solving reported errors.

      4.1.2     Ensure that appropriate environmental conditions are maintained for the Software including all Releases.

      4.1.3      Follow, in all material respects, all of ETRX‘s installation, operation and maintenance instructions, including the installation of
                 all Software Releases and ensure that the Software, including all Software Releases, is operated in a proper manner by its
                 employees.

      4.1.4     Provide ETRX personnel all necessary access (including remote access via modem) to the Software and all related equipment
               and components during reasonable business hours or in the case of emergency or out-of-hours downtime outside reasonable
               business hours, and provide adequate communications facilities to enable ETRX to perform its maintenance and support services
               hereunder.

      4.1.5      Designate two HR Representatives (as set out at Schedule 1) who will be the contact persons through which all support and/or
                 problem communications will be made. HR may, from time to time, change one or both of the designated Representatives,
                 which change shall be effective only upon ETRX‘s receipt of written notice thereof. There shall be two HR Representatives
                 unless otherwise

                                                                         -5-
              agreed in writing between the parties. HR shall ensure that any appointed HR Representative is knowledgeable in the operation and
              use of the Product(s), and with all operating system(s) and hardware installed at the HR Site.

      4.1.6     Notify ETRX of any potential safety or health hazards that may exist at HR‘s facilities and of any safety procedures to be
                followed there.

      4.1.7     Prior to the commencement of any services by ETRX hereunder, including the installation of any Release, Modifications,
                Enhancements, Improvements, Upgrade or Fix, HR will perform a complete backup of all programs and data stored on each
                computer on which the Software is installed and the backup copies of such programs and data shall be stored on external media.

4.2   Where upon the agreement of the parties hereto services are to be provided directly by ETRX to HR‘s customers, on behalf of HR, HR
      shall use reasonable endeavours to ensure that its customers comply with the obligations on HR set out in this Clause 4.

4.3   Communication Costs : ETRX will bear a reasonable degree of communications costs in connection with its obligations hereunder.
      Should ETRX‘s proven costs in communicating with HR exceed * in any given month, then HR agrees to pay any amount in
      excess of this * limit unless such amount is escalated to the JOC in accordance with the escalation provisions herein.

5.    FEES AND PAYMENT TERMS

5.1   Annual Fee : The annual maintenance fee for the * of this Agreement is stated in Schedule 2.            * . In connection with any
      renewal of this Agreement, ETRX shall be entitled to * .

5.2   Taxes : The Annual Fee does not include any charge for Value Added Tax and ETRX is solely responsible for paying any and all Value
      Added Tax arising in connection with the Services.

5.3   Both parties agree to take all reasonable steps to minimize taxes, which might be assessed on either party based on the parties‘
      performance hereunder.

5.4   Billing Payment: * . ETRX shall be entitled to charge interest on all amounts not paid on the Due Date at the rate of 2% above
      Barclays Bank plc base rate, from time to time in force. ETRX has the right to suspend performance of the Services after having given
      HR not less than 10 days‘ written notice if payment of

                                                                       -6-

                                                * CONFIDENTIAL TREATMENT REQUESTED
      the Annual Fee and/or other rates and charges remains outstanding for more than 20 days following the Due Date.

      If HR disputes any invoice (in whole or in part) in good faith, HR may withhold the disputed sums as provided for in Clause 5.5, and
      shall pay the undisputed sums as provided for above. The dispute resolution procedure set out in Clause 11 (the ―Dispute Resolution
      Procedure‖) will be applied in respect of all disputed sums.

5.5   In the event that any payments hereunder become due and payable by one party (the ―Owing Party‖) at a time when there is a bona fide
      claim (ie a disputed or overdue payment as opposed to a sum owing in the normal course) against the other party (the ―Owed Party‖) by
      the Owing Party, the Owing Party shall be entitled to pay any such sum into a joint interest-bearing deposit account in the joint names of
      Owing Party‘s solicitors and the Owed Party‘s solicitors (the ―Escrow Account‖) pending resolution of such claim in accordance with the
      Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to payment from the Escrow Account of
      an amount which does not exceed the amount due to it from the Owing Party in relation to the resolved claim, with the balance standing
      to the credit of the Escrow Account being payable to the Owing Party. Interest accrued in the Escrow Account shall be apportioned pro
      rata between the payments made out of the Escrow Account as referred to above.

6.    WARRANTIES AND LIMITATION OF LIABILITY

6.1   ETRX warrants to HR that its services will be provided with reasonable skill and care.

6.2   THE FOREGOING, IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY ETRX HEREUNDER, ALL OTHER
      WARRANTIES, WHETHER EXPRESS OR IMPLIED AND INCLUDING ANY WARRANTY OF MERCHANTABILITY,
      SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, BEING HEREBY FULLY DISCLAIMED.

6.3   EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE
      OTHER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
      BREACH THEREOF, OR ARISING OUT OF HR‘S POSSESSION OF, USE OF OR INABILITY TO USE THE SOFTWARE. ETRX
      WILL NOT BE LIABLE DIRECTLY TO ANY THIRD PARTY FOR ANY CLAIM AGAINST HR BY THAT THIRD PARTY.

6.4   SUBJECT TO CLAUSE 9.6, IN NO EVENT WILL EITHER PARTY‘S LIABILITY FOR ANY DAMAGES OR INJURIES TO HR
      EVER EXCEED THE FEES PAID TO HR UNDER THIS AGREEMENT DURING THE TWELVE MONTHS THAT
      IMMEDIATELY PRECEDE THE ACT OR OMISSION WHICH GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF
      ACTION, EVEN IF THAT LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR EITHER PARTY WAS AWARE OF
      THE POSSIBILITY OF THAT LOSS OR DAMAGE ARISING, AND WHETHER SUCH DAMAGES ARE BASED IN CONTRACT,
      NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE, PROVIDED THAT THE LIMITATIONS
      OF LIABILITY SET FORTH IN THIS

                                                                      -7-
      CLAUSE SHALL NOT APPLY TO ANY LIABILITY ARISING FROM FRAUD OR ANY DEATH OR PERSONAL INJURY
      OCCURRING AS A RESULT OF NEGLIGENCE.

7.    FORCE MAJEURE

7.1   Provided that a party makes reasonable disaster recovery and business continuity arrangements, and in the case of ETRX, in accordance
      with the provisions and discharge of responsibility for such disaster recovery and business continuity arrangements set forth in the
      Amended and Restated Service Bureau Software Services Agreement between the parties of even date herewith, if that party (the
      “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations (other than the payment of monies)
      under this Agreement by a Force Majeure Event:

      7.1.1    the Affected Party‘s obligations under this Agreement are suspended while the Force Majeure Event continues and to the extent
              that it is prevented, hindered or delayed;

      7.1.2    as soon as reasonably possible after the start of the Force Majeure the Affected Party shall notify the other party in writing of the
              Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability
              to perform its obligations under this Agreement;

      7.1.3    the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its
              obligations under this Agreement; and

      7.1.4    as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in writing
              that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

7.2   If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts, the non-Affected
      Party may terminate this Agreement by giving not less than 30 days‘ written notice to the Affected Party.

7.3   In Clause 7, ― Force Majeure Event ‖ means an event beyond the reasonable control of the Affected Party including, without limitation,
      act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction,
      accident or breakdown of plant or machinery which is not due to the negligence of the Affected Party, fire, flood and storm.

8.    TERM AND TERMINATION

8.1   This Agreement is coterminous with the Amended and Restated Software Licence unless earlier terminated as provided for herein.

8.2   A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the
      “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 8.3 in relation to the Breaching Party.

                                                                        -8-
8.3   The events are:

      8.3.1    the Breaching Party being in material breach of an obligation under this Agreement and, if the breach is capable of remedy,
              failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving
              details of the breach and requiring the Breaching Party to remedy the breach;

      8.3.2   the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the Breaching
              Party‘s winding up or dissolution;

      8.3.3    the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an
              encumbrancer taking possession of or selling, an asset of the Breaching Party;

      8.3.4    the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of
              competent jurisdiction for protection from its creditors generally;

8.4   This Agreement shall automatically terminate upon the termination, cancellation or expiration of the Amended and Restated Software
      Licence. Upon the termination of this Agreement in such circumstances, HR shall be entitled to receive a prorated proportion of the
      Annual Fee paid, unless the agreement has been terminated as a result of HR‘s breach.

8.5   Such provisions of this Agreement as are required to survive its termination or expiry in order to give full force and effect to the rights
      and obligations of the parties hereunder shall be deemed to so survive.

8.6   Upon any termination or expiration of this Agreement, all amounts then owed to ETRX shall become immediately due and payable and
      ETRX shall be entitled to retain all amounts previously paid under this Agreement. HR shall return to ETRX all Confidential Information
      (as defined hereunder) and all other software, materials or documentation which are the property of ETRX or its licensor, and shall
      provide ETRX with written confirmation that it has complied with the terms of this Clause.

9.    CONFIDENTIALITY

9.1   During the course of this Agreement a party (the ―Receiving Party‖) may come into possession of technology, computer software,
      documentation, trade secrets, products, copyrights or other confidential and proprietary information (―Confidential Information‖) of the
      other (the ―Disclosing Party‖).

9.2   The Receiving Party:

      9.2.1   may not use Confidential Information for a purpose other than the performance of its obligations under this Agreement;

      9.2.2    may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in
              accordance with Clauses 9.3 and 9.4; and

                                                                        -9-
      9.2.3 shall make commercially reasonable efforts to prevent the use or disclosure of Confidential Information.

9.3   The Receiving Party may disclose Confidential Information to any of its Group members, directors, other officers, employees and
      sub-contractors (a ―Recipient‖) to the extent that disclosure is desirable for the purposes of this Agreement.

9.4   The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party‘s obligations of confidentiality
      under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall be liable for any and all acts or
      omissions of its Recipient which violate the Receiving Party‘s obligations of confidentiality hereunder.

9.5   Clauses 9.2 to 9.4 do not apply to Confidential Information which:

      9.5.1   is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party‘s or
              Recipient‘s breach of this Agreement;

      9.5.2    can be shown by the Receiving Party to the Disclosing Party‘s reasonable satisfaction to have been known by the Receiving Party
              before disclosure by the Disclosing Party to the Receiving Party;

      9.5.3   was developed by the Receiving Party or another member of its Group independently from and without reference to the
              Confidential Information of the Disclosing Party or any member(s) of its Group; or

      9.5.4   is required to be disclosed by law or any regulatory authority.

9.6   The Receiving Party‘s obligation with respect to the Confidential Information of the Disclosing Party shall survive the termination or
      expiry of this Agreement, and Clause 7.4 shall not apply to breaches of this Clause 9.

10.   JOINT OVERSIGHT COMMITTEE

10.1 The parties will (except to the extent that the Dispute Resolution Procedure is applied) address all ongoing issues hereunder through the
     process detailed in Clause 13 of the Amended and Restated Service Bureau Software Services Agreement.

11.   GOVERNING LAW AND DISPUTE RESOLUTION

11.1 This Agreement is governed by and shall be construed in accordance with English law.

11.2 Initial Procedures . The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute arises
     between the parties, the Managing Director of ETRX and the Program Director of HR will attempt to reach an amicable resolution. If
     either of them reasonably determines that an amicable resolution cannot be reached, they shall submit such dispute in writing (a ―Dispute
     Notice‖) to the CEO of TRX Inc and the Business Technology Director of HR (the ―Management Representatives‖), who shall use their
     best efforts to resolve it or to negotiate an appropriate modification or amendment.

                                                                       - 10 -
11.3 Escalation. Except as otherwise provided in this Agreement, neither party shall be permitted to bring proceedings against the other (save
     for injunctive relief) until the earlier of (i) the date the Management Representatives conclude in good faith that an amicable resolution of
     the dispute through continued negotiation is unlikely, or (ii) sixty days from the date of submission of a Dispute Notice by either party.

11.4 The courts of England and Wales have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any
     disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for these
     purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

11.5 Each party irrevocably waives any objection which it might at any time have to the courts of England and Wales being nominated as the
     forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England and Wales are not
     a convenient or appropriate forum.

12.   GENERAL

12.1 This Agreement, together with the Schedules and any other exhibits attached hereto and referenced herein, and the Amended and
     Restated Software License Agreement contains the entire agreement and understanding between the parties as to the subject matter
     hereof, and supersedes any and all previous agreements, understandings and communications, whether written or oral. Any subsequent
     amendments and/or additions hereto must be in writing and signed by both parties.

12.2 Headings and paragraphs in this Agreement are inserted for convenience only, and are in no way intended to limit or define the scope
     and/or interpretation of this Agreement.

12.3 Neither party may assign its rights under this Agreement without the prior written consent of the other.

12.4 If any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
     Agreement which shall remain in force.

12.5 No waiver of any provision of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not
     similar, nor shall any waiver constitute a continuing waiver. A waiver must be in writing and signed by the waiving party to be effective.

12.6 Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it shall,
     except where otherwise specifically provided, be in writing in the English language and shall be addressed as provided in this clause and
     may be:

      12.6.1   personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

                                                                      - 11 -
       12.6.2 sent to the relevant address by prepaid registered mail with advance telefax, in which case it shall be deemed to have been given
              2 business days after the date of posting (business days meaning any day on which commercial banks in London are fully open
              for business).

12.7 The addresses and other details of the parties referred to in this clause are, subject to notification of change, as below:

              Name:                                     Hogg Robinson

              For the attention of:                     The Company Secretary

              Address:                                  Global House,
                                                        Victoria Street,
                                                        Basingstoke,
                                                        Hampshire,
                                                        RG21 3BT

              Fax number:                               01256 325229

              Name:                                     e-TRX Limited

              For the attention of:                     Managing Director

              Address:                                  Sutherland House
                                                        Russell Way
                                                        Crawley
                                                        West Sussex RH 10 1UH

              with a copy to:

              Name:                                     TRX, Inc. (on behalf of any and all of the TRX Party)

              For the attention of:                     President with a copy to Ralph Manaker
                                                        (General Counsel and Executive VP)

              Address:                                  6 West Druid Hills Drive
                                                        Atlanta, Georgia 30329
                                                        U.S.A.

              Fax number:                               001 404 814 2967

                                                                       - 12 -
IN WITNESS WHEREOF , the undersigned duly authorized representatives of the parties hereto have made and entered into this Agreement.

e-TRX LIMITED                                                            HOGG ROBINSON plc

By:    /s/ Ralph Manaker                                                 By:   /s/ Hogg Robinson plc

                                                                - 13 -
                                                          SCHEDULE 1

Description of Software Supported

The Software supported shall be that set out at Schedule 1 to the Amended and Restated Software Licence

Designation of ETRX Representatives:
Name                                                                        Tel#                          Title

  *                                                                                                       Product
                                                                              *                           Manager

Designation of HR‟s Representatives:

Name                                                                        Tel#                          Title

  *                                                                                                       Programm
                                                                              *                           e Manager

                                                               - 14 -

                                          * CONFIDENTIAL TREATMENT REQUESTED
                                                         SCHEDULE 2

  *     (as at Effective Date of this agreement):

  *

Charges for Additional Services

  *

  * .

  * .

                                              * CONFIDENTIAL TREATMENT REQUESTED
                              Exhibit 10.43

                             Execution Copy

       e-TRX LIMITED

           AND

    HOGG ROBINSON PLC



   AMENDED AND RESTATED
SOFTWARE LICENCE AGREEMENT
                                                CONTENTS
Clause                                                     Page


1.       DEFINITIONS                                         1
2.       SCOPE OF LICENCE                                    3
3.       ETRX‘S PROPRIETARY RIGHTS; HR RESTRICTIONS          4
4.       PRICING AND PAYMENT                                 5
5.       LIMITED WARRANTY                                    6
6.       INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT           7
7.       LIMITATION OF LIABILITY                             8
8.       TERM AND TERMINATION                                8
9.       NON-SOLICITATION                                   10
10.      JOINT OVERSIGHT COMMITTEE                          10
11.      GOVERNING LAW AND DISPUTE RESOLUTION               10
12.      CONFIDENTIALITY                                    11
13.      FORCE MAJEURE                                      12
14.      GENERAL                                            12
SCHEDULE 1    Licensed Software And Fees
THIS AMENDED AND RESTATED SOFTWARE LICENCE AGREEMENT, is made effective as of January 1 2004                          st




BETWEEN

(1)   e-TRX LIMITED, a company incorporated in England and Wales under number 3841799, having its registered office at Sutherland
      House, Russell Way, Crawley, West Sussex RH10 1UH (― ETRX ‖); and

(2)   HOGG ROBINSON plc, a company incorporated in England and Wales under number 2107443 whose registered office is at Abbey
      House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ (― HR ‖)

1.    DEFINITIONS

      In this Agreement:

1.1   Amended and Restated Service Bureau Services means the agreement of that name between the parties made as of the date hereof;

1.2   Amended and Restated Software Development Agreement means the agreement of that name between the parties made as of the date
      hereof;

1.3   Amended and Restated Support Agreement means the agreement of that name between the parties made as of the date hereof;

1.4   Customer means an undertaking to whom a party, on any date, is supplying (or in the preceding 12 months has supplied) travel
      management services;

1.5   Delivery (with ―Deliver‖ and ―Delivered‖ being construed accordingly) means in respect of any Software Release the point in time from
      which such Software Release is first used in a live environment with a Customer, provided always that such Software shall be deemed to
      be Delivered one (1) month from the date upon which such Software is first installed by HR;

1.6   Effective Date means January I 2004;
                                      st




1.7   Group means, in relation to a company, that company and each Subsidiary from time to time during the Term;

1.8   Hogg Robinson Group means HR and its Subsidiaries from time to time as well as travel franchisees of such Group from time to time
      enrolled in the travel franchise program of such Group as it materially exists today;

1.9   Intellectual Property Rights means any intellectual property rights anywhere in the world whether registrable or not and whether now
      known or arising hereafter, including patent, trade marks, service marks, trade names, business names, designs, copyright, database rights
      and related rights, topography rights, know-how as well as applications for and the right to take action in respect of such rights;

1.10 Modification means changes to the Product that affect existing functionality. Normally this includes streamlining processes, revising
     screens for clarity, etc;

                                                                      -1-
1.11 Product means the product known as ―Highlighter‖ together with related user documentation and manuals;

1.12 Shareholders Agreement means the Shareholders Agreement entered into between Hogg Robinson Holdings BV (a subsidiary of HR),
     BCD Technology S.A. and TRX, Inc. (the parent of ETRX) dated November 5, 1999, as amended;

1.13 Software means, collectively, all of the Software Releases provided by ETRX from time to time, with respect to the Product(s) licensed
     under this Agreement;

1.14 Software Licence Agreement means the software licence agreement of on or about even date between WTT 2 and ETRX;

1.15 Software Release means a complete or partial delivery of one or more Products, normally on magnetic media, but which may be
     transmitted electronically, at ETRX‘s discretion, or as otherwise agreed by the parties. There are several kinds of Software Releases as
     listed below:

     1.15.1     Initial Software Release means the initial delivery of the Product(s) licensed from ETRX;

     1.15.2     Upgrade Release (Upgrade) means changes to the Product delivered after the Initial Software Release;

       1.15.3   Corrective Release (Fix) means changes to the Product delivered to correct a bug that impairs the normal operation of the
                Product. May be included as part of an Upgrade Release;

1.16 Specifications means the current functional specifications of the Software as published by ETRX and/or as agreed from time to time
     between the parties;

1.17 Subsidiary means in relation to an undertaking (the holding undertaking), any other undertaking in which the holding undertaking
     directly or indirectly holds or controls either;

     1.17.1     a majority of the Voting Rights; or

     1.17.2     the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors
                of that undertaking, and any undertaking which is a direct or indirect Subsidiary of another undertaking shall also be a
                Subsidiary of that undertaking‘s holding undertaking. For the avoidance of doubt, ―undertaking‖ shall include a body
                corporate, unincorporated association, joint venture or partnership; or

     1.17.3     fifty percent of the Voting Rights together with management and/or board control (whether by contract or otherwise);

     For the avoidance of doubt, ―undertaking‖ shall include a body corporate, unincorporated association, joint venture or partnership;

                                                                       -2-
1.18 Term means the term of this agreement, as defined in Clause 8 as such term may be expanded or terminated early as provided for herein;

1.19 Value Added Tax means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar fiscal nature
     whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere;

1.20 Voting Rights means voting rights exercisable at general meetings of the members (or the equivalent in the relevant jurisdiction) of the
     relevant company.

1.21 WTT2 means Technology Licensing Company LLC, with its principal place of business at 6W Druid Hills Drive, Atlanta, Georgia
     30329;

1.22 In this Agreement, a reference to:

      1.22.1    a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time
               before/whether before or after the date of this Agreement and any subordinate legislation made or other thing done under the
               statutory provisions before/whether before or after the date of this Agreement;

      1.22.2   a document is a reference to that document as modified from time to time;

      1.22.3   a person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership;

      1.22.4   a person includes a reference to that person‘s legal personal representatives, successors and permitted assigns;

      1.22.5   the singular includes the plural and vice versa unless the context otherwise requires;

      1.22.6   a clause or schedule, unless the context otherwise requires, is a reference to a clause of a schedule to this Agreement.

      1.22.7   ―includes‖, ―including‖ and similar terms, means ―includes but is not limited to‖.

1.23 The headings in this Agreement do not affect its interpretation.

2.    SCOPE OF LICENCE

2.1   ETRX hereby grants HR an irrevocable (save as otherwise provided herein) nonexclusive licence to use the Product and the Software, for
      the Term on the terms of this Agreement, for the consideration set out in Clause 4.

2.2   The Licence under this Agreement applies to the Initial Software Release and all subsequent Software Releases supplied under this
      Agreement. An Upgrade Release, if provided by ETRX under the Amended and Restated Support Agreement or otherwise and accepted
      by HR, replaces part or all of the Software for the Product previously licensed.

                                                                        -3-
2.3   HR may obtain the right to acquire other technical support and education services under the Amended and Restated Support Agreement.

2.4   HR may sub-license the Software or Products and their related documentation to any company within the Hogg Robinson Group on
      materially the same terms as are set out herein provided that HR remains responsible to ETRX for: (a) the acts and omissions of such
      Hogg Robinson Group member(s); and (b) the payment of all sums due in respect of their use of the Software and Products. HR shall
      ensure that all members of the Hogg Robinson Group comply with all relevant restrictions and obligations of HR under this Agreement.
      ETRX shall be entitled to enforce all rights granted to ETRX under this Agreement against members of the Hogg Robinson Group who
      sub-license the Software or Products. Notwithstanding the foregoing, HR shall remain fully responsible and liable for any and all acts
      and/or omissions of such members of the Hogg Robinson Group, and ETRX shall not be required to seek recourse against any such party
      in lieu of or prior to seeking recourse against HR.

2.5   HR‘s sub-licensees‘ shall be entitled to further sub-license the Software or Products to their Customers provided always that HR remains
      responsible to ETRX for (a) the acts and omissions of such Customers; and (b) the payment of all sums due in respect of their use of the
      Software and Products. In addition, HR and members of the Hogg Robinson Group shall only sub-license the Software or Products to
      their Customers pursuant to an agreement with terms that are at least as protective as those set forth herein for protection of such
      Software and Products. HR shall ensure that all such Customers comply with such agreement and with all relevant restrictions and
      obligations of HR under this Agreement. Notwithstanding the foregoing, HR shall remain fully responsible and liable for any and all acts
      and/or omissions of such sub-licensees, and ETRX shall not be required to seek recourse against any such party in lieu of or prior to
      seeking recourse against HR,

2.6   HR and its sublicensees shall procure that the Customers referred to in Clause 2.5 above may not under any circumstances whatsoever
      sub-licence, rent, lease or assign any of the Software or Products for money or any other consideration or free of charge.

3.    ETRX‟S PROPRIETARY RIGHTS; HR RESTRICTIONS

3.1   HR acknowledges and agrees that the Software and its related documentation and all Intellectual Property Rights related thereto are
      proprietary to ETRX or its licensors and are protected by copyright law, international treaty and other applicable laws. By virtue of this
      Agreement, HR acquires only the non-exclusive right to use and sub-license the Software and related documentation, as provided in this
      Agreement and does not acquire any rights of ownership in such materials. Save as provided for in the Amended and Restated Software
      Development Agreement, ETRX, or its Licensors, shall at all times retain all rights, title and interest in the Software, related
      documentation, and any derivatives thereof.

3.2   HR undertakes not to cause or permit the reverse engineering, disassembly, or decompilation of the Software, except to reproduce
      machine-readable object code portions for backup purposes and installation of new releases of Software and except as provided under
      section 50B of the Copyright, Designs and Patents Act 1988. HR will

                                                                      -4-
      not copy or permit any of the Software or related manuals or documentation to be copied by any means, except for bona fide internal
      security, installation or backup purposes and except as provided under section 50A of the Copyright, Designs and Patents Act 1988 or for
      reasonable operational purposes (provided always that where copied for such reasonable operational purposes, such copying shall be
      pursuant to a reasonable operational requirement on HR and shall be done only where necessary and in good faith). Any copies made
      shall include all copyright or proprietary notices. The restrictions in this clause are imposed under penalty of termination but not
      exclusive of ETRX‘s other remedies.

3.3   HR will inform all relevant employees, agents, sub-contractors and sub-licensees that the Software constitutes ETRX‘s or its licensors‘
      Confidential Information, and that (save as provided for in Clause 3.1 above) all Intellectual Property Rights in it belong to ETRX or its
      licensors, and HR will take all reasonable steps within its power necessary to ensure that HR employees, agents, sub-contractors and
      sub-licensees comply with the provisions of this clause.

3.4   HR agrees not to remove, alter, or conceal any product identification, copyright notices, or proprietary restrictions from the Software or
      Product, the media on which it is delivered, or related documentation and to reproduce all such notices on any copies of the Software,
      Product and documentation created by HR.

3.5   Notwithstanding any other provisions of this Agreement or the Amended and Restated Support Agreement or the Amended and Restated
      Software Development Agreement to the contrary, the parties acknowledge and agree as follows:

      3.5.1   subject to Clause 3.5.2, ETRX does not intend to update or enhance the Software after the Effective Date;

      3.5.2    during the Term ETRX shall cause the functionality of the Software to be no less than that in effect as of the Effective Date; and

      3.5.3   HR shall not request any development or modification of the Software under the Amended and Restated Software Development
              Agreement or otherwise.

4.    PRICING AND PAYMENT

4.1   The licence fees (―Fees‖) for the Product(s) licensed pursuant to this Agreement are set forth in Schedule 1 hereto. Prices are quoted and
      payments must be made in sterling. Payments are due in accordance with the terms set forth in Schedule 1. Unless otherwise specified,
      invoices * . ETRX shall be entitled to charge interest on all amounts not paid by the Due Date at the rate of 2% above Barclays Bank
      plc base rate, from time to time in force.

      If HR disputes any invoice (in whole or in part) in good faith, HR may withhold the disputed sums in accordance with the next following
      paragraph of this Clause 4.1 and shall pay the undisputed sums as provided for above. The dispute resolution procedure set out in Clause
      11 (the ―Dispute Resolution Procedure‖) will be applied in respect of all disputed sums.

                                                                       -5-

                                               * CONFIDENTIAL TREATMENT REQUESTED
      In the event that any payments hereunder become due and payable by one party (the ―Owing Party‖) at a time when there is a bona fide
      claim (ie a disputed or overdue payment as opposed to a sum owing in the normal course) against the other party (the ―Owed Party‖) by
      the Owing Party, the Owing Party shall be entitled to pay any such sum into a joint interest-bearing deposit account in the joint names of
      Owing Party‘s solicitors and the Owed Party‘s solicitors (the ―Escrow Account‖) pending resolution of such claim in accordance with the
      Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to payment from the Escrow Account of an
      amount which does not exceed the amount due to it from the Owing Party in relation to the resolved claim, with the balance standing to
      the credit of the Escrow Account being payable to the Owing Party. Interest accrued in the Escrow Account shall be apportioned pro rata
      between the payments made out of the Escrow Account as referred to above.

4.2   The Fees do not include any charge for Value Added Tax and HR is solely responsible for paying any and all Value Added Tax arising in
      connection with this Agreement.

4.3   Both parties agree to take all reasonable steps to minimize taxes, which might be assessed on either party based on the parties‘
      performance hereunder.

4.4   This Agreement is terminated for any reason, any Fees then due and payable by HR to ETRX will immediately become payable in full.

5.    LIMITED WARRANTY

5.1   ETRX represents and warrants to HR that it has the right under the Software Licence Agreement to license the Software as provided
      herein. ETRX warrants that to the best of its knowledge from the date of payment of the licence fee for the Software, it shall be free of
      any and all ―time bombs‖ or disabling mechanisms and ETRX agrees to pay for any data lost as a result of the same. ETRX further
      warrants that its quality testing procedures include testing for software viruses using such virus testing utilities as are agreed from time to
      time.

5.2   ETRX shall not be liable to HR for any claim or defect arising from or based upon (i) any alteration or modification of any Software not
      provided, authorised, or contemplated by ETRX; (ii) problems with HR‘s equipment or other software; or (iii) any other cause beyond
      the control of ETRX.

5.3   This clause constitutes the only warranty provided by ETRX in respect of the Software and ETRX‘s obligations set out in this Agreement
      replace all undertakings, guarantees, and warranties, express or implied, in law or otherwise, including any warranty of satisfactory
      quality or fitness for a particular purpose, which HR must have sole responsibility for determining. Without prejudice to this warranty,
      HR acknowledges in this connection that:

      (a)   The Software cannot be tested in advance in every possible operating combination and environment;

      (b)   It is not possible to produce Software known to be error-free in all circumstances;

                                                                        -6-
      (c)   Not all errors can be rectified.

5.4   EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED WARRANTY IS MADE BY ETRX WITH
      RESPECT TO THE PRODUCT, ANY SOFTWARE RELEASE, THE DOCUMENTATION OR ANY OTHER MATTER,
      INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY
      OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT PREJUDICE TO THE WARRANTY IN CLAUSE 5.1 THAT THE
      SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATIONS, AS THE SAME MAY BE
      MODIFIED BY AGREEMENT, ETRX DOES NOT WARRANT THAT ALL ERRORS IN THE PRODUCT CAN OR WILL BE
      CORRECTED.

6.    INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

6.1   Subject to the terms of this Clause, and at ETRX‘s expense, ETRX will defend HR against any claim that the Software furnished
      hereunder infringes any Intellectual Property Rights of a third party, and will indemnify HR against any liability, damage, or expense
      (including court costs and reasonable attorneys‘ fees) arising from a final award against HR based on a Claim, provided HR: (i) promptly
      notifies ETRX in writing of any Claim upon becoming aware of it; (ii) grants ETRX sole control to exclusively defend, settle or appeal
      any such Claim; (iii) assists and cooperates with ETRX and gives ETRX complete and accurate information which is within the
      knowledge of HR, as reasonably requested by ETRX, to enable ETRX to defend, compromise, settle or appeal any such Claim,; and (iv)
      has complied with the terms of this Agreement. The provisions of this Clause shall not prohibit HR‘s participation with ETRX in the
      defence or appeal of any such claim or judgement should HR choose to participate, at its own expense (such expense not being
      indemnified by ETRX) and with attorneys of its own choice, provided that ETRX shall have sole control and authority with respect to
      any such defence, compromise, settlement, appeal or similar action.

6.2   ETRX shall have no obligation to HR under this Clause to the extent that the actual or alleged infringement is based upon (i) any
      modification or alteration of the Software that was not supplied by ETRX, or (ii) the use of the Software in combination with any other
      software or equipment, where such actual or alleged infringement would not have arisen in the absence of such combination.

6.3   Should HR‘s right to continue to use the Software pursuant hereto be enjoined by a court because the Software is declared to infringe a
      valid patent, copyright, trade secret or trademark, ETRX shall not be in breach of the Agreement if ETRX either promptly: (i) procures
      for HR the right to continue to use the Software; (ii) modifies the Software to render it non-infringing but substantially functionally
      equivalent to the Software prior to such modification; or (iii) replaces the Software with non-infringing software that is substantially
      functionally equivalent to the Software. In the event that none of the options set forth in this Section 6.3 are reasonably possible or
      effective, ETRX shall been titled to terminate this Agreement insofar as it relates to such Software and refund to HR the licence fee paid
      for the particular Product or Software Release found to be infringing, less 1/120 of such amount for each month following the expiration
      of the Warranty Period in which HR maintained possession of the Product or Software Release.

                                                                      -7-
6.4   THIS CLAUSE STATES ETRX‘S ENTIRE OBLIGATION TO HR REGARDING ANY ACTUAL OR ALLEGED INFRINGEMENT,
      VIOLATION OR MISAPPROPRIATION OF ANY THIRD PARTY‘S INTELLECTUAL PROPERTY OR OTHER PROPRIETARY
      RIGHTS RELATING TO THE SOFTWARE.

6.5   The indemnity given under this Clause 6 shall not be limited by Clause 7.3.

7.    LIMITATION OF LIABILITY

7.1   EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER ETRX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
      OR SUB-CONTRACTORS, WILL BE LIABLE TO HR IN CONNECTION WITH ETRX‘S PERFORMANCE OF THIS
      AGREEMENT OR HR‘S USE OF THE SOFTWARE. IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE OFFICERS,
      EMPLOYEES, AGENTS OR SUB-CONTRACTORS BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT OR
      CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF, OR ARISING OUT OF
      HR‘S POSSESSION OF, USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY PORTION THEREOF. SUCH EXCLUDED
      DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS
      OF DATA OR LOSS OF PROFITS THAT MAY ARISE IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE
      SOFTWARE, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OF EITHER
      PARTY WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND WHETHER SUCH DAMAGES OR CLAIMS
      ARE BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS
      LIABILITY OR OTHERWISE.

7.2   ETRX WILL NOT BE LIABLE DIRECTLY TO ANY THIRD PARTY FOR ANY CLAIMS AGAINST HR BY THAT THIRD
      PARTY.

7.3   SUBJECT TO CLAUSE 6, IN NO EVENT WILL EITHER PARTY‘S LIABILITY FOR ANY DAMAGES OR INJURIES TO THE
      OTHER PARTY HEREUNDER EVER EXCEED THE TOTAL FEES PAID BY HR FOR THE SOFTWARE AND PRODUCTS
      PROVIDED HEREUNDER FROM FEBRUARY 18, 2000 TO THE DATE THAT IMMEDIATELY PRECEDES THE DATE OF THE
      ACT OR OMISSION THAT GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
      CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

7.4   Nothing in this Agreement shall operate to limit or exclude the liability of either party in respect of death or personal injury arising as a
      result of the negligence of that party.

8.    TERM AND TERMINATION

8.1   This Agreement shall be effective from the Effective Date and shall continue for an initial term of 2 years unless earlier terminated as
      provided for herein. Upon the expiration of this initial term this Agreement shall be automatically renewed for additional one (1) year
      terms, unless either party provides the other with notice of cancellation of this Agreement at least 30 days prior to expiration of then
      current term in

                                                                        -8-
      which case this Agreement shall expire at the end of such current term or unless otherwise terminated under this agreement.

8.2   This Agreement and the licences granted under it shall automatically terminate upon the termination of the Amended and Restated
      Service Bureau Software Services Agreement.

8.3   A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the
      “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 8.4 in relation to the Breaching Party.

8.4   The events are:

      8.4.1    the Breaching Party being in material breach of an obligation under this Agreement and, if the breach is capable of remedy,
               failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving
               details of the breach and requiring the Breaching Party to remedy the breach;

      8.4.2   the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the Breaching
              Party‘s winding up or dissolution;

      8.4.3    the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an
              encumbrancer taking possession of or selling, an asset of the Breaching Party;

      8.4.4    the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of
              competent jurisdiction for protection from its creditors generally;

8.5   HR may terminate this Agreement and the licences under it immediately upon written notice to ETRX within 60 days following: (a) a
      change of control of ETRX (whether such control is exercised as sole or joint control, with a third party) occurring other than as a result
      of a change of control of HR; or (b) if BCD Technology S.A. or another company owned or under the control of BCD Technology S.A.
      cease to hold the majority of the voting rights in TRX and/or WTT UK Limited. In this clause, “control” means the ability to direct the
      affairs of another whether by way of contract, ownership of shares or otherwise.

8.6   Upon termination of this Agreement for any reason, HR shall immediately cease all use of the Software, remove all copies of the Product
      from its computers and return to ETRX all Software Releases and related documentation. Termination of this Agreement shall not affect
      the validity of any sub-licences granted by HR of the Software and shall be without prejudice to any other legal remedies, accrued rights
      or outstanding liabilities of either party at date of termination. Notwithstanding any other provision of this clause the parties shall work
      together so far as is reasonably possibly with the aim of minimising disruption to end users.

                                                                       -9-
8.7   Such provisions of this Agreement as are required to survive its termination or expiry in order to give full force and effect to the rights
      and obligations of the parties hereunder shall be deemed to so survive.

9.    NON-SOLICITATION

9.1   The Parties agree that the education, training and retention of their respective employees are essential, and each party agrees that during
      the terms of this Agreement and for a period of 6 months thereafter, neither party shall, directly or indirectly, recruit or solicit any
      employee of the other without prior written consent of the other party. In the event either party shall violate the terms of this paragraph,
      the soliciting or hiring party shall pay the other party, upon receipt of written demand, an amount equal to the greater of three months‘
      compensation of such employee at the rate paid immediately prior to such hiring.

10.   JOINT OVERSIGHT COMMITTEE

10.1 The parties will (except to the extent that the Dispute Resolution Procedure is applied) address all ongoing issues hereunder through the
     process detailed in Clause 13 of the Amended and Restated Service Bureau Software Services Agreement.

11.   GOVERNING LAW AND DISPUTE RESOLUTION

11.1 This Agreement is governed by and shall be construed in accordance with English law.

11.2 The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute arises between the parties,
     the Managing Director of ETRX and the Program Director of HR will attempt to reach an amicable resolution. If either of them
     reasonably determines that an amicable resolution cannot be reached, they shall submit such dispute in writing (a ―Dispute Notice‖) to
     the CEO of TRX Inc and the Business Technology Director of HR (the ―Management Representatives‖), who shall use their best efforts
     to resolve it or to negotiate an appropriate modification or amendment.

11.3 Escalation. Except as otherwise provided in this Agreement, neither party shall be permitted to bring proceedings against the other (save
     for injunctive relief) until the earlier of (i) the date the Management Representatives conclude in good faith that an amicable resolution of
     the dispute through continued negotiation is unlikely, or (ii) sixty days from the date of submission of a Dispute Notice by either party.

11.4 The courts of England and Wales have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any
     disputes, which may arise out of or in connection with this Agreement (respectively, “ Proceeding ” and “Disputes” ) and, for these
     purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

11.5 Each party irrevocably waives any objection which it might at any time have to the courts of England and Wales being nominated as the
     forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England and Wales are not
     a convenient or appropriate forum.

                                                                        - 10 -
12.   CONFIDENTIALITY

12.1 During the course of this Agreement a party (the ―Receiving Party‖) may come into possession of technology, computer software,
     documentation, trade secrets, products, copyrights or other confidential and proprietary information (―Confidential Information‖) of the
     other (the ―Disclosing Party‖).

12.2 In respect of the Disclosing Party‘s Confidential Information, the Receiving Party:

      12.2.1    may not use Confidential Information for a purpose other than the performance of its obligations and/or the exercise of its
                rights under this Agreement;

      12.2.2    may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in
                accordance with Clauses 12.3 and 12.4; and

      12.2.3    shall make commercially reasonable efforts to prevent the use or disclosure of Confidential Information

12.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Group members, directors, other
     officers, employees, sub-contractors and (in the case of HR) existing and potential customers (a ―Recipient‖) to the extent that disclosure
     is desirable for the purposes of this Agreement.

12.4 The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party‘s obligations of confidentiality
     under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall be liable for any and all acts or
     omissions of its Recipient which violate the Receiving Party‘s obligations of confidentiality hereunder.

12.5 Clauses 12.2 to 12.4 do not apply to Confidential Information which:

      12.5.1    is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party‘s or
                Recipient‘s breach of this Agreement;

      12.5.2    can be shown by the Receiving Party to the Disclosing Party‘s reasonable satisfaction to have been known by the Receiving
                Party before disclosure by the Disclosing Party to the Receiving Party;

      12.5.3    was developed by the Receiving Party or another member of its Group independently from and without reference to the
                Confidential Information of the Disclosing Party or any member(s) of its Group; or

      12.5.4    is required to be disclosed by law or any regulatory authority.

12.6 The Receiving Party‘s obligation with respect to the Confidential Information of the Disclosing Party shall survive the termination or
     expiry of this Agreement, and Clause 7.3 shall not apply to breaches of this Clause 12.

                                                                      - 11 -
13.   FORCE MAJEURE

13.1 If a party (the “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations (other than the payment
     of monies) under this Agreement by a Force Majeure Event:

      13.1.1    the Affected Party‘s obligations under this Agreement are suspended while the Force Majeure Event continues and to the
                extent that it is prevented, hindered or delayed;

      13.1.2    as soon as reasonably possible after the start of the Force Majeure the Affected Party shall notify the other party in writing of
                the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its
                ability to perform its obligations under this Agreement;

      13.1.3    the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its
                obligations under this Agreement; and

      13.1.4    as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in
                writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

13.2 If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts, the non-Affected
     Party may terminate this Agreement by giving not less than 30 days‘ written notice to the Affected Party.

      In this Clause, “Force Majeure Event” means an event beyond the reasonable control of the Affected Party including, without
      limitation, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or
      direction, accident or breakdown of plant or machinery not due to the negligence of the Affected Party, fire, flood and storm.

14.   GENERAL

14.1 This Agreement, including the Schedules hereto, as well as the Amended and Restated Support Agreement, Amended and Restated
     Service Bureau Agreement and Amended and Restated Software Development Agreement represents the entire understanding and
     agreement between the parties relating to the subject matter, and supersedes any and all previous discussions and communications. No
     employee or agent of ETRX nor any distributor is authorized to make any additional representations or warranties related to the Software
     unless such representation or warranty is formalised between the parties in writing. Any subsequent amendments and/or additions hereto
     are effective only if in writing and signed by both parties.

14.2 Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other, save
     that a party shall not unreasonably withhold its consent to the assignment or delegation by the other of its rights and/or obligations to a
     75% owned subsidiary of that party, provided that it is satisfied that such subsidiary has the financial and other resources in order
     properly to perform that party‘s

                                                                       - 12 -
      obligations hereunder. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the
      successors and assigns of the respective parties hereto.

14.3 ETRX acknowledges that HR is entering into this agreement on its own behalf and also on behalf of and for the benefit of the Hogg
     Robinson Group, and HR and the Hogg Robinson Group shall accordingly: (a) have the benefit of and shall be entitled to enforce all
     rights granted to HR under this Agreement; and (b) be invoiced directly by ETRX (or such other ETRX-nominated entity as HR may
     approve in writing, such approval not to be unreasonably withheld) for all Software or Products provided to them hereunder.

14.4 The failure of either party at any time to require performance by the other party of any provision hereof is not to affect in any way the full
     rights of such party to require such performance at any time thereafter, nor is the waiver by either party of a breach of any provision
     hereof to be taken or held to be a waiver of the provisions itself or any future breach. Any waiver must be in writing and signed by the
     waiving party to be effective.

14.5 The parties hereto are independent contractors, and nothing in this Agreement is to be construed to create a partnership, joint venture, or
     agency relationship between ETRX and HR.

14.6 If any of the provisions of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the
     remainder of them will not be prejudiced.

14.7 Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it shall,
     except where otherwise specifically provided, be in writing in the English language and shall be addressed as provided in this clause and
     may be:

      14.7.1     personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

       14.7.2    sent to the relevant address by prepaid registered mail with advance telefax, in which case it shall be deemed to have been
                 given 2 business days after the date of posting (business days meaning any day on which commercial banks in London are fully
                 open for business).

14.8 The addresses and other details of the parties referred to in this clause are, subject to notification of change, as below:

                Name:                            Hogg Robinson
                For the attention of:            The Company Secretary
                Address:                         Global House,
                                                 Victoria Street,
                                                 Basingstoke,
                                                 Hampshire,
                                                 RG21 3BT
                Fax number:                         *
                                                                       - 13 -

                                                * CONFIDENTIAL TREATMENT REQUESTED
     Name:                                e-TRX Limited
     For the attention of:                Managing Director
     Address:                             Sutherland House
                                          Russell Way Crawley
                                          West Sussex RH 10 1UH
     with a copy to:
     Name:                                TRX, Inc. (on behalf of any and all of the TRX Party)
     For the attention of:                President with a copy to Ralph Manaker
                                          (General Counsel and Executive VP)
     Address:                             6 West Druid Hills Drive
                                          Atlanta, Georgia 30329
                                          U.S.A.
     Fax number:                            *

14.8 This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.
                                                                - 14 -

                                            * CONFIDENTIAL TREATMENT REQUESTED
IN WITNESS WHEREOF , the undersigned duly authorized representatives of the parties hereto made and entered in this Agreement as of
the date first above written.

e-TRX LIMITED                                                          HOGG ROBINSON PLC

By:     /s/ Ralph Manaker                                              By:     /s/ Hogg Robinson plc
                                                                SCHEDULE 1

                                                     L ICENSED S OFTWARE A ND F EES
                            Licensed Products                                              *    Software Release Fees

                            Highlighter   1
                                                                                            *     per seat per annum
1
     Assumes latest release and components of CRS Screen HighLighter along with future upgrades and releases (subject to Clause 3.5). CRS
     Screen Highlighter, is a point of sale quality assurance tool, that guides the counsellor to conduct certain routines during a reservation or
     query process.

Assumes International variants of GDS (Global Distribution Systems) and not US Domestic variants.

                                                * CONFIDENTIAL TREATMENT REQUESTED
                                             Exhibit 10.44

                                            Execution Copy

               E-TRX LIMITED

                   AND

            HOGG ROBINSON PLC



AMENDED AND RESTATED SOFTWARE DEVELOPMENT
                AGREEMENT
                                              CONTENTS
Clause                                                                                Page

1.       DEFINITIONS                                                                    1
2.       DEVELOPMENT SERVICES TO BE PROVIDED BY ETRX                                    4
3.       IMPLEMENTATION AND ACCEPTANCE OF DESIGN SPECIFICATIONS AND CUSTOM SOFTWARE     6
4        PROJECT MANAGEMENT; DELIVERY                                                   7
5.       PERFORMANCE                                                                    8
6.       ACCEPTANCE TESTING                                                            10
7.       BETA TESTING                                                                  11
8.       PRICE AND PAYMENT                                                             12
9.       WARRANTIES AND REPRESENTATIONS                                                13
10.      CONFIDENTIALITY                                                               16
11.      OWNERSHIP                                                                     17
12.      INDEMNITY                                                                     19
13.      GENERAL INDEMNITY AND LIABILITY                                               22
14.      TERM AND TERMINATION                                                          23
15.      JOINT OVERSIGHT COMMITTEE                                                     24
16.      DISPUTE RESOLUTION                                                            24
17.      FORCE MAJEURE                                                                 24
18.      NON-SOLICITATION                                                              25
19.      MISCELLANEOUS                                                                 25
20.      COUNTERPARTS                                                                  29
SCHEDULE 1 D ELIVERY O RDER # __________                                               30
SCHEDULE 2 C HANGE O RDER P ROCEDURE                                                   31
THIS AMENDED AND RESTATED SOFTWARE DEVELOPMENT AGREEMENT is made effective as of January 1st 2004

BETWEEN:

e-TRX LIMITED a company incorporated in England and Wales (registered no. 3841799), whose registered office is at Sutherland House,
Russell Way, Crawley, West Sussex, RH10 1UH (“ETRX”) ; and

HOGG ROBINSON PLC, a company incorporated in England and Wales (registered no. 2107443), whose registered office is at Abbey
House, 282 Farnborough Road, Famborough, Hants GU14 7NJ ( “HR” )

WHEREAS:

(A)   As of the Effective Date ETRX and HR have entered into an Amended and Restated Service Bureau Software Services Agreement and
      an Amended and Restated Software Licence Agreement;

(B)   ETRX and HR wish to amend and restate (but not terminate) the agreement between them (originally entered into on February 18 2000)th


      for the provision by ETRX of certain software development services to HR in order that HR may provide technical travel services and
      grant sublicences of custom software to its customers.

1.    DEFINITIONS

1.1   In this Agreement:

      “Acceptance” means the satisfactory completion of Alpha Testing and Beta Tests under Clauses 6 and 7;

      “Acceptance Tests ‖ are the acceptance test provisions of any Design Specifications, the satisfactory completion of which shall also be
      specified as Milestones;

      “Amended and Restated Software Licence Agreement” means the agreement of even date between ETRX and HR in terms of which
      ETRX licenses to ETRX the Licensed Products (as defined therein) on the terms and conditions therein;

      “Application Software means the software modules or components which perform the functions and comply with the proposal and
      specifications identified or set forth in the Design Specifications. Each Application Software module or component, specification and
      proposal included or referred to in the Design Specifications is expressly incorporated herein by reference. The Application Software
      shall be delivered in machine readable object code form;

      ― Custom Software” shall mean the Application Software and the Documentation. For the avoidance of doubt, Custom Software shall
      not include software which is unrelated to the Licensed Products, Services or Service Bureau Software.

                                                                       1
“Customer” means an undertaking to whom a party, on any date, is supplying (or in the preceding (12) months has supplied) goods or
services;

“Delivery Order” is an order in the form of Schedule 1 or any other form of written request submitted by HR and ultimately signed by
both parties under which HR and ETRX agree the additional terms on which work will be carried out and the detail of the work to be
performed;

“Design Specifications” means, at a minimum (unless otherwise mutually agreed in writing by the parties), system flow charts, program
descriptions, file layouts, database structures, report layouts and screen layouts, interface requirements and layouts, conversion
requirements and layouts, refined equipment requirements, acceptance criteria and acceptance test scripts for improvements,
enhancements or other alterations required by HR to be made to any or all of the Licensed Products, the Services or the Service Bureau
Software, or for new products or services related to any or all of the foregoing;

“Documentation” shall mean all operator and user manuals, training materials, guides, listings, specifications and other materials
necessary for the complete understanding and use of the functionality of the Application Software, including materials useful for design
(e.g., logic manuals, flow diagrams and principles of operation) and machine-readable text of graphic files subject to display or print-out;

“Effective Date” means January 1 2004;
                                    st




“ETRX Project Co-ordinator” means the person from time to time assigned by ETRX to co-ordinate ETRX‘s involvement in the work
performed hereunder and whose name shall be notified to HR by ETRX;

“Group” shall have the meaning given to it in the Service Bureau Agreement;

“HR Project Co-ordinator” means the person from time to time assigned by HR to supervise the performance of any work hereunder
and whose name shall be notified to ETRX;

“Implementation Schedule” means the Custom Software implementation schedule in any Delivery Order;

“Intellectual Property Rights” means any intellectual property rights anywhere in the world whether registrable or not and whether now
known or arising hereafter, including, patent, trade marks, service marks, trade names, business names, designs, copyright, database
rights and related rights, topography rights, trade secrets, know-how as well as applications for and the right to take action in respect of
such rights, and references herein to ―Intellectual Property‖ will be construed accordingly;

“Licensed Products” shall mean those products listed in Schedule A of the Amended and Restated Software Licence Agreement;

                                                                  2
      “Milestone” means a progress milestone referred to in any Implementation Schedule;

      “Project” means any project for the development and delivery of Custom Software under this Agreement pursuant to one or more
      Delivery Orders;

      “Service Bureau(x)” has the meaning given to it in the Service Bureau Agreement;

      “Service Bureau Agreement” means the Amended and Restated Service Bureau Software Services Agreement of even date between
      ETRX and HR;

      “Service Bureau Software” means ―Software‖ as defined in the Service Bureau Agreement;

      “Services” has the meaning given to it in the Service Bureau Agreement;

      “Shareholders Agreement” means the Shareholders Agreement entered into between Hogg Robinson Holdings BV (a subsidiary of
      HR), BCD Technology S.A. and TRX (the parent of ETRX) dated November 5, 1999, as amended;

      “Term” means the term of this Agreement as set out in Clause 14 as that term may be extended or terminated in accordance with the
      provisions hereof;

      “TRX” means TRX Inc.

1.2   In this Agreement, a reference to:

       1.2.1   a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time before
               the date of this Agreement and any subordinate legislation made or other thing done under the statutory provisions before the
               date of this Agreement;

      l.2.2    a document is a reference to that document as modified from time to time;

      1.2.3    a person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership;

      1.2.4    a person includes a reference to that person‘s legal personal representatives, successors and permitted assigns;

      1.2.5    the singular includes the plural and vice versa unless the context otherwise requires;

      1.2.6    a clause or schedule, unless the context otherwise requires, is a reference to a clause or a schedule of this Agreement; and

      1.2.8    ―includes‖, ―including‖ and similar terms, means ―includes but is not limited to‖.

                                                                         3
1.3   The headings in this Agreement do not affect its interpretation.

2.    DEVELOPMENT SERVICES TO BE PROVIDED BY ETRX

2.1   Where HR requires Custom Software, ETRX shall have the right of first refusal to perform any work required on such a Project. HR
      covenants and agrees that it shall only request Custom Software that it in good faith determines is commercially reasonable, and ETRX
      covenants and agrees that it will not unreasonably refuse to develop Custom Software.

      Prior to any other work being undertaken in relation to a proposed Project, the parties will meet in order to determine, acting reasonably
      in good faith, what their respective ownership and other rights in the resultant Custom Software will be. In this regard, absent mutual
      written agreement to the contrary, the following basic criteria will be applied:- where the Custom Software is funded :

      (i)     totally by ETRX and/or any TRX Group member(s), then the Custom Software and the Intellectual Property Rights therein will be
              owned by ETRX/TRX Group member(s);

      (ii)    partly by HR, then ownership and/or other rights (including Intellectual Property Rights) in respect of the Custom Software (e.g.
              periods of exclusivity) will be agreed prior to commencement of the Project;

      (iii)    totally by HR at market rate (i.e. at approximately * , provided always that any discounts to this rate applied by mutual
               agreement in view of the magnitude of the proposed Project shall not remove its market rate status) then the Custom Software and
               the Intellectual Property Rights therein will be owned by HR;

      (iv) totally by HR at significantly less than market rate (as detailed above), then ownership and/or other rights (including Intellectual
           Property Rights) in respect of the Custom Software (e.g. periods of exclusivity) will be agreed prior to commencement of the
           Project.

      The parties acknowledge that ―market rate‖ will not necessarily be determined by ETRX‘s hourly rates (e.g. ETRX may charge fees on a
      per-project or per-module basis, irrespective of hours spent). Accordingly, the parties agree to act reasonably and in good faith (having
      due regard to historic practices) as regards what amounts to market rates for the purposes of the relevant provisions of this Agreement. In
      the event of any disagreement, the Dispute Resolution Procedure will be applied.

2.2   HR shall deliver a Delivery Order for each Project to ETRX. If ETRX wishes to perform the work as set out in the Delivery Order,
      ETRX shall countersign the Delivery Order and send it to HR to be received by HR within a commercially reasonable period of time
      after receipt of the original Delivery Order by ETRX. The Delivery Order shall include an

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                                                * CONFIDENTIAL TREATMENT REQUESTED
      Implementation Schedule, and may be varied by written agreement between the parties to reflect the terms on which the parties agree
      ETRX shall undertake the work.

2.3   In the event (i) ETRX does not accept the Delivery Order strictly by the procedure as set out in Clause 2.2 above which shall include
      ETRX‘s refusal to bid, or failure to bid on a timely basis; or (ii) HR reasonably and in good faith considers that ETRX‘s quotation for the
      provision of Custom Software is not competitive; or (iii) HR‘s required reasonable timescales cannot be accommodated by ETRX; or (iv)
      the Custom Software does not otherwise meet HR‘s reasonable requirements (including as to ownership and/or other rights in respect of
      it); then, without prejudice to its other rights under Clause 2.5, HR is entitled at its option either carry out the work itself or to
      commission such Custom Software from one or more third parties. In such event ETRX shall not unreasonably refuse HR access to
      relevant interface definitions, source code and other information and material as reasonably necessary for development of such Custom
      Software, subject to HR‘s agreement to appropriate confidentiality provisions at least as protective as those set forth herein for protection
      of such definitions, source code and other information and materials. In addition each such third party shall be deemed to be an HR
      ―Recipient.‖ In no circumstances shall the ETRX‘s consent be considered to be unreasonably withheld if it is withheld in circumstances
      where ETRX considers reasonably and in good faith that such access is likely to result in ETRX‘s interface definitions, source code and
      other information and materials being made available to a competitor.

2.4   The parties agree that, notwithstanding any other provision(s) of this Agreement, they may in their discretion mutually agree (in writing)
      to vary and/or dispense with any or all of the product ordering, development, testing and acceptance procedures set out in this
      Agreement.

2.5   Where ETRX does not undertake the development of Custom Software for any of the reasons outlined above, then ETRX acknowledges
      that HR‘s obligations under Clause 12 of the Service Bureau Agreement (if and to the extent that they do apply) shall cease to apply with
      immediate effect only: (a) in respect of the Service Bureau Software to which the required Custom Software related if the Custom
      Software in question was to be of generic (as opposed to Customer-specific) application; or (b) in respect of the Customer(s) for whom
      the Customer-specific Custom Software was required; provided, always, that for Subclauses (a) and (b) (except where software which is
      equivalent or better than the required Custom Software is commercially available for the same or a cheaper price, in which case, HR shall
      be free to use such software) HR does then in good faith develop or cause the development of software which achieves materially the
      same functions as the required Custom Software would have achieved under better terms (including as to timescales or price) as
      compared to (i) the relevant material terms of any offer by ETRX regarding such Custom Software if ETRX made an offer; or (ii) the
      relevant material requirements of HR regarding such Custom Software if HR requested development and ETRX did not make an offer.
      For the avoidance of doubt, HR acknowledges and agrees that HR‘s obligations under Clause 12 shall continue to apply other than with
      respect to that specific Service Bureau Software or Customer detailed above.

                                                                        5
2.6   ETRX agrees that if HR ever carries out Custom Software work itself or commissions such Custom Software from one or more third
      parties (in each case, as provided for above and/or as provided for in Clauses 5.6, 5.7, 6.5 and 7.3, as the case may be), then ETRX shall
      operate the Service Bureau(x) for HR and its Customers (but not other ETRX Customers unless this has otherwise been mutually agreed
      in writing) incorporating such Custom Software within a commercially reasonable period of time after the said Custom Software has
      been provided to ETRX by HR. Both parties will act reasonably and in good faith in such circumstances including agreeing upon their
      relative responsibility for costs associated with such incorporation.

3.    IMPLEMENTATION AND ACCEPTANCE OF DESIGN SPECIFICATIONS AND CUSTOM SOFTWARE

3.1   On execution of a Delivery Order hereunder, ETRX shall, with HR‘s cooperation, gather the necessary detailed requirements and
      develop and deliver to HR a set of Design Specifications meeting HR‘s requirements as set out in such Delivery Order. An authorised
      representative of ETRX shall certify to HR in writing that the Design Specifications are fully capable of meeting HR‘s requirements as
      contained in the Delivery Order, except as expressly agreed to otherwise in writing by HR. * . The Design Specifications shall be
      delivered to HR on or before the specified time set forth in the Implementation Schedule. Within a mutually agreed upon date after the
      delivery of the Design Specifications to HR, HR shall notify ETRX in writing of its acceptance or reasonable good faith rejection of the
      Design Specifications. If the Design Specifications are rejected, HR will specify the reasons for such rejection in such notice and ETRX
      shall, within a commercially reasonable period of time, revise and re-deliver amended Design Specifications to HR for acceptance. If HR
      again reasonably and in good faith rejects the amended Design Specifications, HR shall within five (5) days of such rejection send ETRX
      written notice of same which shall specify the reasons for such rejection; HR shall have the right to terminate that Delivery Order
      pursuant to Clause 14.4 of this Agreement; and the provisions of Clauses 2.3, 2.5 and 2.6 shall be applied as if ETRX has refused to
      undertake or make an offer in respect of the required work. If HR has neither accepted nor rejected the Design Specifications within a
      reasonable amount of time after the delivery thereof (being not less than 30 days from receipt by HR), the Design Specifications shall be
      deemed to have been accepted by HR.

3.2   ETRX shall ensure that the Design Specifications:

      3.2.1    adequately and accurately provide for the implementation of the functions to be performed by the Custom Software as described
              in the Delivery Order;

      3.2.2   are written in a language readily comprehensible to HR‘s employees and consultants involved in work which relates to the
              Project (and likewise all reference portions of other documents);

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                                              * CONFIDENTIAL TREATMENT REQUESTED
      3.2.3   do not refer to any document not provided to or in the possession of HR; and

      3.2.4    include a module overview, definition or logical and data processing flows, module processing logic, module inputs, module
              outputs, file/database structure, module interfaces and module processing components.

3.3   ETRX will ensure that as far as reasonably possible the Design Specifications include provision for necessary third party software and
      compatible operating and infrastructure environment. HR will use reasonable endeavours to raise with ETRX any issues which it believes
      are relevant to the operating environment and infrastructure relating to the Custom Software.

4.    PROJECT MANAGEMENT; DELIVERY

4.1   Project Co-ordinators

      The parties shall both designate, upon commencement of this Agreement a Project Co-ordinator to be assigned to supervise the work
      hereunder:

      4.1.1   The first point of contact shall be the ETRX Project Co-ordinator for ETRX and shall be the HR Project Co-ordinator for HR.

      4.1.2    Either party may change its Project Co-ordinator from time to time and shall immediately notify the other party of any such
              change.

       4.1.3 For purposes of any Delivery Order, the ETRX Project Co-ordinator and the HR Project Co-ordinator shall also co-ordinate the
             services provided under a Delivery Order, unless otherwise agreed.

4.2   Periodic Progress Reports

      ETRX shall provide periodic progress reports as agreed in any applicable Delivery Order accepted by ETRX.

4.3   Change Order Procedure

      All changes to the Design Specifications or to any Delivery Order must be requested in writing and require mutual agreement, in
      accordance with the procedure set forth in Schedule 2 attached hereto and incorporated herein by reference. If the parties are unable to
      agree after implementing this procedure acting reasonably and in good faith, the provisions of Clauses 2.3, 2.5 and 2.6 shall be applied as
      if ETRX has refused to undertake or make an offer in respect of the required work.

      Evaluation and/or implementation of requested changes may or may not result in any modification to the Development Fee (as defined in
      Clause 8.1), Implementation Schedule or other terms of this Agreement. ETRX assumes the risk of any work performed or action taken
      by ETRX based upon oral statements, or on documents or notations, not in accordance with the Design Specifications, this Clause 4.3,
      any Delivery Order and Schedule 2.

                                                                        7
5.    PERFORMANCE

5.1   Performance of work associated with the development of Custom Software shall be carried out in accordance with the relevant Delivery
      Order, subject to any changes agreed under Clause 4.3.

5.2   ETRX shall use all due skill and care in carrying out the Project work and in developing the Custom Software.

5.3   Time shall be of the essence of the performance of the work under a Delivery Order, which shall also mean in relation to any Milestone.

5.4   In the event any Milestone is not met due to any delay caused by acts or omissions of ETRX or any TRX Group member(s), and subject
      to any changes in the Implementation Schedule agreed in writing under Clause 4.3 or otherwise or any extensions as provided for below
      in this Clause 5.4, HR shall not be required to remit the relevant payment except for properly incurred actual out of pocket expenses, as
      evidenced by appropriate written documentation, which is associated with such Milestone, until such Milestone is met. To the extent that
      ETRX reasonably and in good faith believes that a Milestone is not met or is expected to not be met due to any acts or omissions of HR
      or any HR Group member(s), the parties will, acting reasonably and in good faith, agree to an equitable extension of the deadline for
      such Milestone. In the absence of such Agreement, the Dispute Resolution Procedure will be applied to agree upon an extension. In the
      event that the deadline for a Milestone, as extended, is again not met or is expected not to be met due to any acts or omissions of HR or
      any HR Group member(s), the same extension procedure shall apply. The parties acknowledge and agree that ETRX will not be deemed
      to have failed to meet a Milestone for which the deadline has passed if such Milestone is subject to good faith extension negotiations.

5.5   Additionally, ETRX shall use commercially reasonable efforts to ensure that such delay does not result in slippage of later Milestones.

5.6   In the event that the parties have agreed that, in respect of any individual Delivery Order, HR has a right of termination at any Milestone
      for convenience, then in the event that HR exercises such right of termination, HR shall pay to ETRX the full amount due to ETRX, up to
      and including the last achieved Milestone, (including any percentage of the Milestone payment currently withheld by HR under the
      agreed payment structure) in which case:

      5.6.1    if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX shall assign to HR all
              the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially completed
              Custom Software; or

      5.6.2    if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall grant
              to HR a non-exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR Customer
              specific, generic or non-HR or HR Customer specific), and access to

                                                                        8
              ETRX‘s source code for purposes of completion of the Custom Software using HR‘s own resources or those of a third party
              contractor; or

       5.6.3 if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii)
             above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far as is
             reasonably possible.

5.7   In the event that the parties have agreed that, in respect of any individual Delivery Order, HR has a right of termination at any Milestone
      due to ETRX‘s failure to meet such Milestone on a timely basis pursuant to Clause 5.4, then in the event that HR exercises such right of
      termination, unless otherwise agreed in writing, HR shall have the option either to:

      5.7.1     pay nothing further to ETRX, in which case, HR‘s obligations under Clause 12 of the Service Bureau Agreement (if and to the
               extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which
               the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific)
               application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or

      5.7.2    pay to ETRX the full amount due to ETRX, up to and including the last achieved Milestone, (including any percentage of the
               Milestone payment currently withheld by HR under the agreed payment structure) in which case:

              (a)    if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX shall assign to
                     HR all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially
                     completed Custom Software; or

              (b)    if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall
                     grant to HR a non exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR
                     Customer specific, generic or non-HR or HR Customer specific), and access to ETRX‘s source code for purposes of
                     completion of the Custom Software using HR‘s own resources or those of a third party contractor; or

              (c)    if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii)
                     above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far
                     as is reasonably possible.

                                                                          9
6.    ACCEPTANCE TESTING

6.1   After ETRX has certified to HR in writing that the Custom Software has been delivered and installed, that ETRX has tested the Custom
      Software and that the Custom Software is fully operational and fully integrated with any and all pre-existing software or equipment in the
      HR or the Service Bureau(x) environment in which the Custom Software must operate and is ready for acceptance testing by HR; HR
      shall conduct HR Alpha Testing, as set out in the Design Specifications (“HR Alpha Testing”) at a time which is convenient for both
      parties and in accordance with the relevant Implementation Schedule.

6.2   ETRX personnel will be entitled to be present for the Acceptance Tests.

6.3   If the Custom Software fails the Alpha Testing, HR shall so notify ETRX in writing within a reasonable period following such failure
      specifying the nature of the failure, and ETRX shall use all reasonable efforts to correct the failure after which HR shall repeat the Alpha
      Testing, using the same procedure.

6.4   If the Custom Software again fails to pass the Alpha Testing, HR shall have the option to terminate, in whole or in part, the applicable
      Delivery Order.

6.5   In the event of termination under Clause 6.4 above, unless otherwise agreed in writing, HR shall have the option either to:

      6.5.1     pay nothing further to ETRX, in which case, HR‘s obligations under Clause 12 of the Service Bureau Agreement (if and to the
               extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which
               the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific)
               application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or

      6.5.2    pay to ETRX the full amount due to ETRX, up to and including the last achieved Milestone, (including any percentage of the
               Milestone payment currently withheld by HR under the agreed payment structure) in which case:

              (a)   if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX shall assign to
                    HR all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially
                    completed Custom Software; or

              (b)   if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall
                    grant to HR a non exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR
                    Customer specific, generic or non-HR or HR Customer specific), and access to ETRX‘s source code for purposes of
                    completion of the Custom Software using HR‘s own resources or those of a third party contractor; or

                                                                        10
           (c)     if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii)
                   above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far
                   as is reasonably possible.

7.    BETA TESTING

7.1   Upon successful completion of Alpha Testing, HR shall use the Custom Software on its own or in the Service Bureau(x) environment (as
      the case may be) for an initial thirty (30) day period or as otherwise agreed in writing, as set forth in the relevant Implementation
      Schedule, for the processing of HR‘s data in a production-like environment (the “Beta Test” ). The Beta Test shall be successfully
      completed upon notice from HR to ETRX that HR is satisfied, in its reasonable good faith discretion, that for a mutually agreed-upon
      period, (i) all of the functions of the Custom Software have been provided and perform in accordance with this Agreement and the
      Design Specifications, and (ii) all reliability and performance standards have been met or exceeded (the “Final Custom Software
      Acceptance” ).

7.2   If the Custom Software fails to pass the Beta Test, HR shall so notify ETRX in writing specifying the nature of such failure(s) in
      reasonable detail and ETRX shall use all reasonable efforts to correct the specified failure(s) after which HR shall commence a second
      Beta Test.

7.3   If HR reasonably and in good faith determines that the Custom Software fails to pass this second Beta Test, HR shall have, upon written
      notice to ETRX, the option to terminate, in whole or in part, the applicable Delivery Order. In the event of such termination, unless
      otherwise agreed in writing, HR shall have the option either to:

      7.3.1 pay nothing further to ETRX, in which case, HR‘s obligations under Clause 12 of the Service Bureau Agreement (if and to the
            extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which
            the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific)
            application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or

      7.3.2 pay to ETRX the full amount due to ETRX, up to and including the last achieved Milestone, (including any percentage of the
            Milestone payment currently withheld by HR under the agreed payment structure) in which case:

           (a)     if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX shall assign to
                   HR all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially
                   completed Custom Software; or

           (b)     if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall
                   grant to HR a non-

                                                                       11
                  exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR Customer specific,
                  generic or non-HR or HR Customer specific), and access to ETRX‘s source code for purposes of completion of the Custom
                  Software using HR‘s own resources or those of a third party contractor; or

           (c)    if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii)
                  above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far
                  as is reasonably possible.

8.    PRICE AND PAYMENT

8.1   In consideration for the development of the Design Specifications and the discharge of ETRX‘s obligations under this Agreement, HR
      shall pay to ETRX a fee (the ―Development Fee‖). The Development Fee for each item of Custom Software shall be as agreed under
      each Delivery Order on the principles set out in this Clause, or as subsequently varied by written agreement between the parties from
      time to time.

8.2   Subject to Clause 8.3, HR shall pay ETRX     *    for the development of Custom Software, as agreed in the Delivery Order.

8.3   If HR requests ETRX to develop Custom Software which relates to the Services Bureau Software or other business lines of ETRX, it
      shall pay an agreed proportion of ETRX‘s actual costs of development (which shall not be more than the total cost of such development).
      In such case ETRX shall be liable to repay such development cost to HR as and to the extent that it is able to do so (such ability to be
      determined only by the amount of royalties and/or transaction fees it receives from commercialisation of the Custom Software) by paying
      to * . The repayment provisions in this Clause will apply mutatis mutandis where ETRX grants to HR pursuant to Clauses 5.6, 5.7,
      6.5 and 7.3 a non- exclusive licence to use the Custom Software, as provided for therein.

      For the avoidance of doubt, ETRX shall be responsible (at its own expense) for making all Modifications (as defined in the Service
      Bureau Agreement) and other changes which are required to ensure that the Service Bureau Software and the Services generally comply
      with applicable laws, regulations, generic (as opposed to HR-specific) GDS requirements and generic industry requirements.

8.4   Payment, in respect of all Custom Software, will be made by HR in accordance with the payment provisions of the relevant
      Implementation Schedule, in default of which each instalment shall be payable * by ETRX and Acceptance by HR in accordance
      with the relevant Delivery Order

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                                              * CONFIDENTIAL TREATMENT REQUESTED
8.5   ETRX shall provide defect correction on all Custom Software during the Warranty Period (as defined in Clause 9.3.6) at no cost to HR.

8.6   ETRX will submit the charges to be invoiced for services performed in accordance with the Implementation Schedule, together with
      related documentation, to the HR Project Co-ordinator for review and approval prior to actual invoicing. The charges and/or expenses
      invoiced in accordance with this Clause 8, except for any amounts disputed by HR, shall be payable by HR * . Any disputed charges
      shall not affect payment of non-disputed charges and/or expenses, in accordance with the terms of this Agreement. Disputed charges may
      be withheld in accordance with Clause 8.9 .

8.7   ETRX shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting principles,
      to substantiate ETRX charges hereunder and ETRX shall retain such records for a period of six (6) years from the date of final payment
      hereunder.

8.8   HR shall have the right to audit or have audited the books and records of ETRX relating to the amounts invoiced to HR hereunder for the
      purpose of verifying the amounts due and payable hereunder, upon at least five (5) business days‘ notice to ETRX. ETRX shall afford
      access to HR‘s representatives for the purpose of carrying out such audits. The cost of such audit shall be at HR‘s expense; provided,
      however, that ETRX will bear the cost of the audit if the audit reveals any overpayment which, in the aggregate, is greater than three
      percent (3%) of the amount which was actually due for the period being audited.

8.9   In the event that any payments hereunder become due and payable by one party (the ―Owing Party‖) at a time when there is a bona fide
      claim (i.e. a disputed or overdue payment as opposed to a sum owing in the normal course) against the other party (the ―Owed Party‖) by
      the Owing Party, the Owing Party shall be entitled to pay any such sum into a joint interest-bearing deposit account in the joint names of
      Owing Party‘s solicitors and the Owed Party‘s solicitors (the ―Escrow Account‖) pending resolution of such claim in accordance with the
      Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to payment from the Escrow Account of
      an amount which does not exceed the amount due to it from the Owing Party in relation to the resolved claim, with the balance standing
      to the credit of the Escrow Account being payable to the Owing Party. Interest accrued in the Escrow Account shall be apportioned pro
      rata between the payments made out of the Escrow Account as referred to above.

9.    WARRANTIES AND REPRESENTATIONS

9.1   Each party hereby represents and warrants to the other that:

      9.1.1 such party has all requisite power and authority to execute this Agreement and to perform its obligations thereunder. The
            execution, delivery and performance of this Agreement and the transactions contemplated thereby have been duly authorised and
            approved by such party;

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                                              * CONFIDENTIAL TREATMENT REQUESTED
      9.1.2   the execution and delivery of this Agreement by such party, and the consummation by such party of the transactions
              contemplated therein, will not breach or violate the organisational documents or any material contract, agreement, instrument,
              judgement, law or licence which is applicable to such party, or to which such party is bound; and

      9.1.3   it shall be responsible for obtaining any consent, approval or authorisation of, or notice to, any governmental or regulatory
              authority or agency which is required to be obtained by such party in connection with its execution, delivery and performance of
              this Agreement.

9.2   Except as expressly provided in this Clause, no express or implied warranty is made by either party with respect to any service, product,
      software release, data compilation or any other matter, including any implied warranties or conditions of merchantability, satisfactory
      quality or fitness for a particular purpose.

9.3   ETRX hereby warrants and represents to HR as follows:

      9.3.1   The Custom Software to be developed by or on behalf of ETRX hereunder shall be of professional quality and will conform to
              generally accepted standards for software in the software development field. Any services performed by or on behalf of ETRX
              which are determined by HR to be to be of less than professional quality or which contain errors or defects shall be corrected by
              ETRX without charge.

      9.3.2   The Design Specifications and Custom Software developed by or on behalf of ETRX will contain only (i) original material
              created by or on behalf of ETRX or (ii) material which has been properly licensed from third parties and has been used by or on
              behalf of ETRX in accordance with the licenses for such materials, provided that the inclusion of all such third party materials
              shall have been agreed to by HR.

      9.3.3   Neither any Design Specifications nor any Custom Software developed by or on behalf of ETRX under any Delivery Order has
              been or will be assigned, transferred or otherwise encumbered, and neither any Design Specifications nor any Custom Software
              developed by or on behalf of ETRX nor any portion thereof, infringes any patents, copyrights, trade secrets, or other proprietary
              rights of any third party, and ETRX has no reason to believe that any such infringement or claims thereof could be made by third
              parties.

      9.3.4   ETRX has obtained or will obtain all necessary rights and licences to third party materials included in the Design Specifications
              or Custom Software developed by or on behalf of ETRX to enable HR to use and allow use of the Design Specifications and
              Custom Software developed by or on behalf of ETRX for the purposes allowed hereunder and under both the Service Bureau
              Agreement and the Amended and Restated Software Licence Agreement, and has provided or will provide to HR copies of all
              documents granting all such rights and licences.

                                                                       14
      9.3.5   To the best of ETRX‘s knowledge the Custom Software developed by or on behalf of ETRX, upon Acceptance by HR, shall be
              free of any and all ―time bombs,‖ disabling mechanisms and (as agreed) copy protect mechanisms which may disable the
              Custom Software developed by or on behalf of ETRX or such other software, and ETRX agrees to ensure that no data is lost as a
              result of same that was present in the Custom Software developed by or on behalf of ETRX when accepted by HR. In addition,
              ETRX warrants that its quality assurance procedures include testing the Custom Software developed by or on behalf of ETRX
              for viruses using such virus testing utilities as are agreed from time to time between the parties.

      9.3.6   The Custom Software developed by or on behalf of ETRX shall function properly and in substantial conformity with the
              relevant Design Specifications and/or Delivery Order for a period of six months after the relevant Final Custom Software
              Acceptance (―the Warranty Period‖). During such Warranty Period, ETRX shall, as soon as possible, correct any defects
              identified by ETRX or by HR at no cost.

9.4   HR hereby warrants and represents to ETRX as follows:

      9.4.1   The Design Specifications and Custom Software developed by HR or a third party (other than any TRX Group member(s))
              hereunder will contain only (i) original material created by HR or such third party; or (ii) material which has been properly
              licensed from third parties and has been used by HR or such third party in accordance with the licenses for such materials.

      9.4.2   Neither any Design Specifications nor any Custom Software nor any portion thereof developed by HR or a third party (other
              than any TRX Group member(s)) nor any portion thereof, infringes any patents, copyrights, trade secrets, or other proprietary
              rights of any third party, and HR has no reason to believe that any such infringement or claims thereof could be made by third
              parties.

      9.4.3   HR has obtained or will obtain all necessary rights and licences to third party materials included in the Design Specifications or
              Custom Software developed by HR or a third party (other than any TRX Group members)) to enable ETRX to use and allow use
              of such Design Specifications and Custom Software for the purposes allowed hereunder and under both the Service Bureau
              Agreement and the Amended and Restated Software Licence Agreement, and has provided or will provide to ETRX copies of all
              documents granting all such rights and licenses.

      9.4.4   To the best of HR‘s knowledge all Custom Software developed by HR or a third party (other than any TRX Group member(s))
              and provided to ETRX or any TRX Group members)) hereunder or under the Service Bureau Agreement or the Amended and
              Restated Software Licence Agreement, shall be free of any and all ―time bombs,‖ disabling mechanisms and (as agreed) copy
              protect mechanisms which may disable such Custom Software or any other software, and HR agrees to ensure that no data is lost
              as a result of same that was present in such other

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              software. In addition, HR warrants that such Custom Software shall be subject to quality assurance procedures which shall include
              testing of such Custom Software for viruses using such virus testing utilities as are agreed from time to time between the parties.

      9.4.5     In the event ETRX notifies HR of any defects in the Custom Software developed by HR or a third party (other than any TRX
                Group member(s)) and provided to ETRX hereunder or under the Service Bureau Agreement or the Amended and Restated
                Software Licence Agreement HR shall, as soon as possible, correct any such defects identified by ETRX at no cost to ETRX.

9.5   NO OTHER REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE
      CUSTOM SOFTWARE OR ANY OTHER SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING
      WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS
      FOR A PARTICULAR PURPOSE.

10.   CONFIDENTIALITY

10.1 The Receiving Party shall:

      10.1.1     keep the Confidential Information confidential;

      10.1.2    not disclose the Confidential Information to any person, other than in accordance with this Clause 10, unless it first obtains the
                Disclosing Party‘s written consent; and

      10.1.3     not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement or, in
                the case of HR, using and allowing the use of, and the management, support, maintenance or development of, the Custom
                Software.

10.2 HR may disclose Confidential Information to its employees, Customers, the other members of the HR Group (and their employees) and
     to third parties (and their employees) contracted (or with whom HR is negotiating with a view to contracting) (each a Recipient of HR) to
     provide auditing, hardware or software facilities management, support, maintenance or development services to any member of the HR
     Group, to the extent reasonably necessary for the purposes of this Agreement.

10.3 During the term of this Agreement ETRX may disclose Confidential Information to its employees and to ETRX to the extent reasonably
     necessary for the purposes of this Agreement (each a Recipient of ETRX).

10.4 The Receiving Party shall ensure that each person who receives Confidential Information pursuant to Clause 10.2 (a “Recipient” ) is
     made aware of and complies with all the Receiving Party‘s obligations of confidentiality under this Agreement as if the Recipient was

                                                                         16
      a party to this Agreement. The Receiving Party shall be liable for any and all acts or omissions of its Recipient which violate the
      Receiving Party‘s obligations of confidentiality hereunder.

10.5 The Receiving Party may disclose Confidential Information where disclosure is required by law, a court of competent jurisdiction or by a
     regulatory body with authority over its business, provided that the Receiving Party gives the Disclosing Party as much notice as is
     reasonably possible of the disclosure.

10.6 The obligations contained in this Clause 10 do not apply to Confidential Information which:

      10.6.1    is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through
               breach of this Agreement by the Receiving Party or any Recipient.

      10.6.2   can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the
               Receiving Party before disclosure by the Disclosing Party to the Receiving Party;

      10.6.3   was developed by the Receiving Party or another member of its Group independently from and without reference to the
               Confidential Information of the Disclosing Party or any member(s) of its Group; or

      10.6.4   subsequently comes lawfully into the possession of the Receiving Party from a third party.

10.7 For the purposes of this clause, “Confidential Information” means all information of a confidential nature disclosed (whether in
     writing, verbally or by any other means and whether directly or indirectly) by one party (the “Disclosing Party ‖ ) to the other party (the
     “Receiving Party” ) whether before or after the date of this Agreement including, without limitation, any information relating to the
     Disclosing Party‘s products, operations, processes, plans or intentions, product information, Intellectual Property Rights, market
     opportunities and business affairs or those of its customers, or other contacts.

      The Receiving Party‘s obligation with respect to the Confidential Information of the Disclosing Party shall survive the termination or
      expiry of this Agreement, and Clause 13.3 shall not apply to breaches of this Clause 10.

11.   OWNERSHIP

11.1 Subject always to Clauses 5.6, 5.7, 6.5, 7.3, 11.3 and 11.6, HR agrees that any and all Intellectual Property Rights subsisting in
     information and other ETRX Group proprietary material which is disclosed to HR or any other member of the HR Group in relation to
     Custom Software or other software hereunder and any and all Intellectual Property Rights which is related to the Licensed Products and
     the Service Bureau(x) or other business lines of ETRX and TRX (collectively, “ETRX Property” ), excluding always HR Property (as
     defined in the Service Bureau Agreement) which is conceived, first reduced to practice,

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      made or developed in the course of work performed under this Agreement or otherwise by ETRX, TRX or by one or more of ETRX‘s or
      TRX‘s employees, consultants, representatives or agents, including, but not limited to, all software and documentation, and all copyrights
      subsisting therein, as between HR and any member of the HR Group on one hand and ETRX on the other, are and shall remain the
      exclusive property of ETRX, and HR agrees to assign to ETRX all rights and title to such Intellectual Property.

     HR may not use such Intellectual Property for service bureau use unless there is an agreement in place between ETRX and HR providing
     specifically for such use, and the parties specifically confirm the Service Bureau Agreement as such an agreement for the purposes of this
     restriction.

11.2 HR acknowledges that the Intellectual Property identified as ETRX‘s property in Clause 11.1 is proprietary to ETRX and that ETRX is
     not transferring any rights of copyright or ownership of any such Intellectual Property to HR. ETRX shall at all times retain all rights,
     title and interest in such Intellectual Property and related documentation and any derivatives thereof.

11.3 ETRX hereby assigns to HR by way of a present assignment of existing and future rights all rights and title to, and Intellectual Property
     Rights in, the Custom Software to be produced by or on behalf of ETRX hereunder which the parties agree (whether pursuant to Clause
     2.1 or otherwise in writing) will be owned by HR.

11.4 Each party agrees that it will promptly sign all papers and do all acts which may be reasonably necessary to enable the party owning
     Intellectual Property in accordance with this Clause 11 or this Agreement generally (including pursuant to Clauses 2.1, 5.6, 5.7, 6.5 and
     7.3) at the owning party‘s expense, to file and prosecute applications for copyrights, patents, and/or trademarks for the intellectual
     property owned by such party hereunder.

11.5 Both parties undertake not to cause or permit the reverse engineering, disassembly, or decompilation of any Custom Software or software
     which is unrelated to the Licensed Products, Services or Service Bureau Software developed hereunder in which the Intellectual Property
     rights are owned by the other party, except to reproduce machine-readable object code portions for backup purposes and installation of
     new releases of Custom Software or Service Bureau Software and except as provided under section 50B of the Copyright Designs and
     Patents Act 1988. Neither party will copy or permit any of such Custom Software, software which is unrelated to the Licensed Products,
     Services or Service Bureau Software developed hereunder or manuals or documentation related to either such software to be copied by
     any means, except for bona fide, internal security, installation or backup purposes, and except as provided under section 50A of the
     Copyright, Designs and Patents Act 1988 or for reasonable operational purposes (provided always that where copied for such reasonable
     operational purposes, such copying shall be pursuant to a reasonable operational requirement upon that party and shall be done only
     where strictly necessary and in good faith). Any copies made shall include all copyright or proprietary notices. Neither party may tamper
     with or remove any proprietary or copyright notices on such Custom Software, other

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      developed software or documentation. The restrictions in this clause are imposed under penalty of termination but not exclusive of the
      parties‘ other remedies.

11.6 Subject always to Clauses 11.1 and 11.3, ETRX acknowledges and agrees that: (a) any and all Intellectual Property Rights subsisting in
     information and other HR group proprietary material which is disclosed to ETRX or any other member of the TRX Group by or on
     behalf of HR in relation to the creation of a Design Specification or otherwise in relation to an order placed by HR for Custom Software
     (collectively, “HR Input” ), excluding always ETRX Property, is and shall remain the exclusive property of the relevant HR Group
     member(s); and (b) all HR Input may be utilised by ETRX on a perpetual, non-exclusive, royalty free basis only in the resulting Custom
     Software (and, accordingly, in the Licensed Products or Service Bureau Software to which it relates), but not otherwise; and (c) nothing
     in this Agreement shall prevent or limit HR and the HR Group from otherwise using and exploiting HR Input as it sees fit. For the
     avoidance of doubt, except as expressly provided for to the contrary in this Agreement (including Clauses 5.6, 5.7, 6.5, 7.3, 11.1 and
     11.3), use of HR Input by ETRX will not give HR rights of ownership in or to the underlying code in the resultant Custom Software.

12.   INDEMNITY

12.1 ETRX Infringement Indemnity.

      12.1.1 ETRX shall indemnify HR and the HR Group members from and against any and all costs (including reasonable legal fees),
             expenses, claims, damages, losses, actions and judgements which any or all of them suffer as a direct result of any third party
             claim that any Custom Software developed by ETRX or its subcontractor, or any portion thereof, in the normal course infringes
             the Intellectual Property Rights of any third party.

      12.1.2   Clauses 13.3 and 13.4 shall not apply to indemnity under this Clause 12.1.

      12.1.3    Indemnification under this Clause 12.1 is contingent on ETRX being notified promptly of such action, claim, suit or proceeding
               in writing and being given authority, control and full and proper information and assistance (at ETRX‘s cost) in the defense and
               settlement of such action, claim, suit or proceeding.

      12.1.4    If ETRX‘s products, Custom Software, or other software, content, data or other materials provided by or on behalf of ETRX
               under this Agreement become, or in ETRX‘s reasonable good faith opinion are likely to become the subject of such a claim of
               infringement, ETRX may at its option and expense: (1) within a commercially reasonable period of time secure for HR the right
               to continue using the allegedly infringing items; (2) within a commercially reasonable period of time replace or modify the
               allegedly infringing items to make them non-infringing; (3) litigate with the alleged infringer, and/or (4) terminate this
               Agreement with respect to such infringing item only, without prejudice to any rights HR may have under

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          Clause 12.1.1 or otherwise under this Agreement (other than Clause 14.3.1) in respect of the said infringement or said termination.

     12.1.5     Notwithstanding the foregoing, ETRX has no obligation to HR under this indemnity in connection with any claim or
                allegation to the extent resulting directly from: (i) the negligent use of the Custom Software developed hereunder by ETRX or
                its subcontractor, other software developed by ETRX or its subcontractor hereunder, content or data provided by or on behalf
                of ETRX hereunder; or (ii) the use of the Custom Software developed by ETRX or its subcontractor, other software
                developed by ETRX or its subcontractor hereunder, content, or data provided hereunder by or on behalf of ETRX other than
                in accordance with this Agreement and the documentation, manuals or other written instructions or specifications provided by
                or on behalf of ETRX; or (iii) modifications or alterations to any of the Custom Software developed by ETRX or its
                subcontractor, other software developed by ETRX or its subcontractor hereunder, content or data provided by or on behalf of
                ETRX which are made other than by ETRX or its subcontractors; or (iv) HR‘s, HR Group‘s or HR Customer‘s failure to use
                corrections or enhancements made available by or on behalf of ETRX; or (v) HR‘s, HR Group‘s or HR Customer‘s use of the
                Custom Software developed by or on behalf of ETRX, content or data provided by or on behalf of ETRX in combination with
                any product or information not owned or developed or provided by ETRX or any third party (other than HR) on behalf of
                ETRX; or (vi) HR‘s, HR Group‘s or HR Customer‘s distribution, marketing or use for the benefit of third parties (other than
                by using in the normal course marketing material(s) provided by or on behalf of ETRX and/or otherwise as specifically
                allowed under this Agreement) of the Custom Software developed hereunder by ETRX or its subcontractor, other software
                developed by ETRX or its subcontractor hereunder, content or data provided hereunder by on or behalf of ETRX; or (vii)
                information, data, hardware, software or other materials provided hereunder by HR, HR Group or HR Customer or any third
                party (other than by or on behalf of any TRX Group member(s)) on behalf of HR, HR Group or HR Customer; or (viii)
                Custom Software or other software developed by HR or a third party (other than by or on behalf of any TRX Group
                member(s)) on behalf of HR hereunder.

12.2 HR Infringement Indemnity.

      12.2.1    HR shall indemnify ETRX and the TRX Group members from and against any and all costs (including reasonable legal fees),
                expenses, claims, damages, losses, actions and judgements which any or all of them suffer as a direct result of any third party
                claim that any Custom Software developed by HR or a third party (other than ETRX) on behalf of HR, or any portion thereof,
                in the normal course infringes the Intellectual Property Rights of any third party.

     12.2.2 Clause 13.3 shall not apply to indemnity under this Clause 12.2.

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12.2.3   Indemnification under this Clause 12.2 is contingent on HR being notified promptly of such action, claim, suit or proceeding
         in writing and being given authority, control and full and proper information and assistance (at HR‘s cost) in the defence and
         settlement of such action, claim, suit or proceeding.

12.2.4   If the Custom Software developed by HR or a third party (other than any TRX Group member(s)) on behalf of HR, other
         software developed or provided by HR or a third party (other than any TRX Group member(s)) on behalf of HR, content, data
         or other materials provided by or on behalf of HR hereunder become, or in HR‘s reasonable good faith opinion are likely to
         become the subject of such a claim of infringement, HR may at its option and expense: (1) within a commercially reasonable
         period of time secure for ETRX the right to continue using the allegedly infringing items; (2) within a commercially
         reasonable period of time replace or modify the allegedly infringing items to make them non-infringing; (3) litigate with the
         alleged infringer; and/or (4) terminate this Agreement only, without prejudice to any rights ETRX may have under Clause
         12.2.1 or otherwise under this Agreement (other than Clause 14.3.1) in respect of the said infringement or said termination.

12.2.5   Notwithstanding the foregoing, HR has no obligation to ETRX under this indemnity in connection with any claim or
         allegation to the extent resulting directly from: (i) the negligent use of the Custom Software developed by HR or a third party
         (other than any TRX Group member(s)) on behalf of HR hereunder, other software developed or provided by HR or a third
         party (other than any TRX Group member(s)) on behalf of HR hereunder, content, data or other materials provided by or on
         behalf of HR hereunder; or (ii) the use of the Custom Software developed by HR or a third party (other than any TRX Group
         member(s)) on behalf of HR hereunder, other software developed or provided by HR or a third party (other than any TRX
         Group member(s)) on behalf of HR hereunder, content, data or other materials provided by or on behalf of HR hereunder
         other than in accordance with this Agreement and the documentation, manuals or other written instructions or specifications
         provided by or on behalf of HR; or (iii) modifications or alterations to any of the Custom Software developed by HR or a
         third party (other than any TRX Group member(s)) on behalf of HR hereunder, other software developed or provided by HR
         or a third party (other than any TRX Group member(s)) on behalf of HR hereunder, content, data or other materials provided
         by or on behalf of HR hereunder which are made other than by HR or its designee or subcontractor (which designee or
         subcontractor may, at the request of HR, be ETRX or a TRX Group member(s)) (iv) ETRX‘s failure to use corrections or
         enhancements made available by or on behalf of HR; or (v) ETRX‘s or TRX Group‘s distribution, marketing or use for the
         benefit of third parties (other than by using in the normal course of marketing material(s) provided by or on behalf of HR
         and/or otherwise as specifically allowed under this Agreement or the Service Bureau Agreement) of the Custom Software
         developed by HR or a third party (other than any TRX Group member(s)) on behalf of HR hereunder, other software
         developed or provided by

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           HR or a third party (other than any TRX Group member(s)) on behalf of HR hereunder, content, data or other materials provided
           hereunder by or on behalf of HR hereunder; or (vii) information, data, hardware, software or other materials provided hereunder by
           ETRX or the TRX Group or any third party (other than by or on behalf of HR) on behalf of ETRX or the TRX Group; or (viii)
           Custom Software developed by any TRX Group member(s) on behalf of HR hereunder.

13.   GENERAL INDEMNITY AND LIABILITY

13.1 Each party (the ―Indemnifying Party‖) shall indemnify, defend and hold harmless the other party and its officers, directors, agents and
     employees (each an ―Indemnified Party‖) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines
     or judgments, including reasonable attorneys‘ fees, and costs and expenses incidental thereto, which may be suffered by, accrued against,
     charged to or recoverable from the Indemnified Party arising out of or resulting from claims of bodily injury, loss, claim or damage or
     physical destruction of property and any claims of third parties arising out of the performance of this Agreement and/or any breach of
     this Agreement by the Indemnifying Party, its officers, directors, agents, employees and subcontractors.

13.2 NEITHER HR, ETRX NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO
     THE OTHER FOR ANY CLAIMS FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
     SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF THE AGREEMENT EVEN IF THAT DAMAGE WAS
     REASONABLY FORESEEABLE OR EITHER PARTY WAS AWARE OF THE POSSIBILITY OF THAT LOSS OR DAMAGE
     ARISING, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR CONTRACT,
     NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.

13.3 SUBJECT TO CLAUSES 10, 12.1 AND 12.2, IN NO EVENT WILL EITHER PARTY‘S LIABILITY FOR ANY DAMAGES OR
     INJURIES TO THE OTHER PARTY HEREUNDER EVER EXCEED THE TOTAL DEVELOPMENT FEES PAID BY HR
     HEREUNDER FROM FEBRUARY 18, 2000 TO THE DATE THAT IMMEDIATELY PRECEDES THE DATE OF THE ACT OR
     OMISSION THAT GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
     NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

13.4 NOTWITHSTANDING ANY OTHER PROVISION(S) OF THIS AGREEMENT OTHER THAN CLAUSES 10, 12.1 AND 12.2, IN
     NO EVENT WILL ETRX‘S LIABILITY ARISING HEREUNDER IN ANY CALENDAR YEAR IN RELATION TO ANY
     PARTICULAR DELIVERY ORDER EVER EXCEED THE TOTAL DEVELOPMENT FEES PAID BY HR PURSUANT TO SUCH
     DELIVERY ORDER IN THAT CALENDAR YEAR REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
     NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY OR OTHERWISE.

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13.5 Nothing in this Agreement shall operate to limit or exclude the liability of either party in respect of death or personal injury arising as a
     result of the negligence of that party.

14.   TERM AND TERMINATION

14.1 This Agreement shall, subject to the other rights of termination set out herein, be co terminous with the Service Bureau Agreement.

14.2 A party (the “Initiating Party” ) may terminate this Agreement with immediate effect by written notice to the other party (the
     “Breaching Party”) on or at any time after the occurrence of an event specified in Clause 14.3 in relation to the Breaching Party.

14.3 The events are:

      14.3.1      the Breaching Party being in material breach of an obligation under this Agreement and, if the breach is capable of remedy,
                  failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving
                  details of the breach and requiring the Breaching Party to remedy the breach;

      14.3.2      the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the
                  Breaching Party‘s winding up or dissolution; or

      14.3.3      the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an
                  encumbrancer taking possession of or selling, an asset of the Breaching Party.

14.4 HR may terminate work under a Delivery Order upon written notice to ETRX:

      14.4.1      in the event that HR rejects any amended Design Specifications pursuant to Clause 3.1;

      14.4.2      in the event that the Custom Software fails to pass Alpha Testing as more particularly described in Clause 6;

      14.4.3      in the event that the Custom Software fails to pass the Beta Testing as more particularly described in Clause 7;

      14.4.4      for convenience, at any Milestone, as provided in Clause 5.6; or

      14.4.5      for cause, at any Milestone, as provided in Clause 5.7.

14.5 In the event of termination, each party will return all proprietary Confidential Information or tangible property of the other party which is
     in its possession to the other party.

14.6 Unless otherwise provided in this Agreement, immediately upon termination HR shall pay to ETRX all outstanding invoices and other
     payments due to ETRX in respect of Milestones attained by ETRX and ETRX shall pay to HR any sums accrued and due hereunder to
     HR.

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14.7 Both parties shall have an obligation to take such steps as may be reasonably necessary to minimise damages to the parties on
     termination, including without limitation, minimising all contractual obligations that but for this Agreement, neither party would have
     entered into.

15.   JOINT OVERSIGHT COMMITTEE

15.1 The parties will address all issues arising under this Agreement (to the extent that the dispute resolution procedure in Clause 16 has not
     been applied) through the joint oversight committee created pursuant to the Service Bureau Agreement.

16.   DISPUTE RESOLUTION.

16.1 This Agreement shall be governed by and construed in accordance with English law.

16.2 Initial Procedures.

      The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. If a dispute arises between the parties,
      the Managing Director of ETRX and the Program Director of HR will attempt to reach an amicable resolution. If either of them
      determines that an amicable resolution cannot be reached, they shall submit such dispute in writing (a “Dispute Notice”), to the CEO of
      TRX Inc and the Business Technology Director of HR (the ―Management Representatives‖), who shall use their best efforts to resolve it
      or to negotiate an appropriate modification or amendment.

16.3 Escalation.

16.4 Except as otherwise provided in this Agreement, neither party shall be permitted to bring any proceedings against the other (save for
     injunctive relief) until the earlier of (i) the date the Management Representatives conclude in good faith that an amicable resolution of the
     dispute through continued negotiation is unlikely, or (ii) sixty (60) days from the date of submission of a Dispute Notice by either party.

16.5 The courts of England and Wales have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any
     disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes” ) and, for these
     purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

16.6 Each party irrevocably waives any objection which it might at any time have to the courts of England and Wales being nominated as the
     forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England and Wales are not
     a convenient or appropriate forum.

17.   FORCE MAJEURE

17.1 If a party (the “Affected Party” ) is prevented, hindered or delayed from or in performing any of its obligations (other than the payment
     of monies) under this Agreement by a Force Majeure Event:

                                                                          24
      17.1.1     the Affected Party‘s obligations under this Agreement are suspended while the Force Majeure Event continues and to the
                 extent that it is prevented, hindered or delayed;

      17.1.2     as soon as reasonably possible after the start of the Force Majeure Event the Affected Party shall notify the other party in
                 writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure
                 Event on its ability to perform its obligations under this Agreement;

      17.1.3     the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of
                 its obligations under this Agreement; and

      17.1.4     as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in
                 writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

17.2 If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts, the non-Affected
     Party may terminate this Agreement by giving not less than 30 days‘ written notice to the Affected Party.

17.3 In this clause, “Force Majeure Event” means an event beyond the reasonable control of the Affected Party including, without
     limitation, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, or regulation ,
     an accident or breakdown of plant or machinery not due to the negligence of the Affected Party, fire, flood and storm.

18.   NON-SOLICITATION

      During the Term, and except as provided in the Purchase and Termination Agreement of even date to which ETRX and HR are both
      parties, neither party shall employ, solicit or make any offers to employ any employees used by the other in connection with the
      performance of the Services, without the prior written consent of the other, which consent shall not be unreasonably withheld. The
      non-breaching party shall be entitled, in addition to any other remedies it may have at law or in equity, to a payment from the party in
      breach of this Clause in an amount equal to three months‘ salary of any employee that party employs, solicits or offers to employ in
      breach of this Clause.

19.   MISCELLANEOUS

19.1 Binding Nature and Assignment;

19.2 Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other, save
     that a party shall not unreasonably withhold its consent to the assignment or delegation by the other of its rights and/or obligations to a
     majority-owned subsidiary of that party, provided that it is satisfied that such subsidiary has the financial and other resources in order
     properly to perform that party‘s obligations

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      hereunder. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors
      and assigns of the respective parties hereto.

     HR hereby expressly acknowledges and confirms that certain of ETRX‘s obligations hereunder have historically been
     outsourced/sub-contracted by ETRX to TRX Group member(s) and that these arrangements may continue during the Term.
     Notwithstanding the foregoing, ETRX shall remain fully responsible and liable for any and all obligations performed by any such
     subcontractor, and HR shall not be required to seek recourse against any such subcontractor in lieu of or prior to seeking recourse against
     ETRX.
19.3 Notices

19.4 Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it shall,
     except where otherwise specifically provided, be in writing in the English language and shall be addressed as provided in this clause and
     may be:

      19.4.1       personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

       19.4.2      sent to the relevant address by prepaid registered mail with advance telefax, in which case it shall be deemed to have been
                   given 2 business days after the date of posting (business days meaning any day on which commercial banks in London are
                   fully open for business).

19.5 The addresses and other details of the parties referred to in this clause are, subject to notification of change, as below:

                Name:                             Hogg Robinson
                For the attention of:             The Company Secretary
                Address:                          Global House,
                                                  Victoria Street,
                                                  Basingstoke,
                                                  Hampshire,
                                                  RG21 3BT
                Fax number:                         *
                Name:                             e-TRX Limited
                For the attention of:             Managing Director
                Address:                          Sutherland House
                                                  Russell Way
                                                  Crawley
                                                  West Sussex RH 10 1UH

                                                                         26

                                                * CONFIDENTIAL TREATMENT REQUESTED
              with a copy to:
              Name:                            TRX, Inc. (on behalf of any and all of the TRX Party)
              For the attention of:            President with a copy to Ralph Manaker
                                               (General Counsel and Executive VP)
              Address:                         6 West Druid Hills Drive
                                               Atlanta, Georgia 30329
                                               U.S.A.
              Fax number:                      001 404 814 2967

     Either party may change its address by giving the other written notice of the new address.

19.6 Relationship of Parties

     19.6.1    ETRX is acting as an independent contractor in providing its services. ETRX personnel shall remain ETRX‘s employees for all
              purposes including, but not limited to, determining responsibility for all payroll-related obligations. ETRX shall at all times be
              responsible for supervising, directing and co-ordinating the professional responsibilities and duties of all ETRX personnel in
              respect of their performance of work carried out under this Agreement. Except as otherwise expressly provided in this
              Agreement, ETRX does not undertake to perform any obligations of HR, whether regulatory or contractual, or to assume any
              responsibility for the management of HR‘s business.

     19.6.2    ETRX acknowledges that HR is entering into this agreement on its own behalf and also on behalf of and for the benefit of the
              HR Group, and HR and the HR Group shall accordingly: (a) have the benefit of and shall be entitled to enforce all rights granted
              to HR under this Agreement; and (b) be invoiced directly by ETRX (or such other ETRX-nominated entity as HR may approve
              in writing, such approval not to be unreasonably withheld) for all services provided to them hereunder.

     19.6.3    HR shall ensure that all members of the HR Group comply with all relevant restrictions and obligations of HR under this
              Agreement. ETRX shall be entitled to enforce all rights granted to ETRX under this Agreement against members of the HR
              Group who enforce any rights of HR under this Agreement. Notwithstanding the foregoing, HR shall remain fully responsible
              and liable for any and all acts and/or omissions of such members of the HR Group, and ETRX shall not be required to seek
              recourse against any such party in lieu of or prior to seeking recourse against HR.

                                                                      27
19.7 Severability

     If any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
     Agreement which shall remain in force.

19.8 Waiver

     No delay or omission by either party to exercise any right or power under this Agreement or pursuant to applicable law shall impair such
     right or power to be construed as a waiver thereof. A waiver by any party of any covenant or breach shall not be construed to be a waiver
     of any other covenant or succeeding breach. All waivers must be given in writing by the waiving party to be effective.

19.9 Publicity

     All media releases, public announcements and public disclosures by either party relating to this Agreement, including, without limitation,
     promotional or marketing material, but not including any disclosure required by legal, accounting or regulatory requirements, shall be
     approved by both parties prior to such release.

19.10 Entire Agreement

     This Agreement (including its Schedules) in connection with the Service Bureau Agreement and the Amended and Restated Software
     Licence Agreement constitutes the entire agreement between the parties regarding the Custom Software and supersedes all prior
     agreements and understandings. No amendment, modification, waiver or discharge of this Agreement shall be valid unless in writing and
     signed by authorised representatives of both parties.

19.11 Multiple Counterparts

     This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all
     of which constitute, collectively, one agreement.

19.12 Third Party Claims

     This Agreement has been entered into for the sole benefit of ETRX and HR, and, save as provided for in Clauses 19.6.2 and 19.6.3, in no
     event shall any third-party beneficiaries be created thereby.

19.13 Survival

     Such provisions of this Agreement as are required to survive its termination or expiry in order to give full force and effect to the rights
     and obligations of the parties hereunder shall be deemed to so survive.

                                                                        28
20.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.

                                                                    29
                                                              SCHEDULE 1
                                                      D ELIVERY O RDER #

                                                    DELIVERY ORDER #

                           TO AMENDED AND RESTATED SOFTWARE DEVELOPMENT AGREEMENT

                                                             BETWEEN ETRX

                                                                   AND HR

STATEMENT OF WORK

DELIVERABLES

IMPLEMENTATION SCHEDULE AND PAYMENT

[Set out Milestones]

PERSONNEL

PRICE (if Custom Software)

INTELLECTUAL PROPERTY OWNERSHIP

IN WITNESS WHEREOF, the parties hereto have caused this Delivery Order to be executed and delivered by their duly authorised
representatives, as of the date first written above, and such Delivery Order is hereby incorporated into the above-referenced Agreement.

 ETRX                                                                        HR

By:                                                                          By:
           Authorized Signature                                                       Authorized Signature
Name:                                                                        Name:
Title:                                                                       Title:

                                                                      30
                                                             SCHEDULE 2
                                                       C HANGE O RDER P ROCEDURE

CHANGE ORDER PROCEDURE

Step 1. Change Identification

Should HR wish to request a change in any Design Specifications, it shall submit a change request to ETRX. This request (―Change Request‖)
shall be in writing, authorised by the HR Project Co-ordinator, and submitted to the ETRX Project Co-ordinator.

Step 2. Analysis

The ETRX Project Co-ordinator will handle all initial Change Requests submitted by HR, and will assign the appropriate level of technical
support personnel to review each such request. ETRX personnel will review each request and either produce a proposal with initial designs
addressing the parameters specified by HR. The proposal will also address the effect, if any, of the change on the Implementation Schedule
and/or other terms and conditions of the Software Development Agreement including the Development Fees. ETRX Project Co-ordinator will
submit the proposal to HR for its review and approval.

Step 3. Analysis Review.

HR will review ETRX‘s proposal and will authorise ETRX in writing to perform one of the following actions:

A.   cancel initial request (no charges incurred, no change to the Design Specifications)

B.   perform change at rates and upon terms specified in the proposal submitted by ETRX pursuant to Step 2 above

C.   enter negotiations as to rates and/or terms which will apply to the change

Step 4. Implementation

ETRX will respond to the corresponding HR authorisation (as set forth in Step 3 above) as follows:

A.   cancel all efforts

B.   begin implementation of change

C.   negotiate rates quoted and/or terms and conditions specified in the proposal submitted by ETRX pursuant to Step 2 (results of negotiation
     to be reflected in a revised proposal by ETRX pursuant to Step 2)

                                                                      31
Step 5. Delivery/Acceptance

If the proposed change does not provide for an acceptance procedure, then upon completion of any change undertaken by ETRX pursuant to
Step 4, item B above, ETRX will deliver the completed Design Specifications or Software to HR for its review and acceptance in accordance
with ETRX‘s proposal. HR will notify ETRX in writing if the products delivered do not meet the specifications contained within ETRX‘s
proposal in accordance with the terms and conditions of this Agreement and/or the amendment pertaining to the change, and further revisions
of that change shall take place on the basis specified for Acceptance Testing in the Agreement.

                                                                     32
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

E-TRX LIMITED                                                           HOGG ROBINSON PLC

By:     /s/ Ralph Manaker                                               By:   /s/ Hogg Robinson plc


                                                                 33
                                                         TRX INC GUARANTEE

In consideration of Hogg Robinson plc entering into the above Amended and Restated Software Development Agreement, TRX, Inc. hereby
irrevocably and unconditionally guarantees and agrees to perform and discharge and/or procure the performance and discharge in full and when
due of all liabilities and obligations of e-TRX Limited arising under or pursuant to the above agreement only to the extent related to (1) any
development actually performed by TRX, Inc. on behalf of e-TRX Limited under the above agreement; and/or (2) any development TRX, Inc.
agreed to perform but did not perform on behalf of e-TRX Limited under the above agreement.

                                                                                     TRX, Inc.

                                                                                     By:           /s/ Ralph Manaker
                                                                                     Name:         Ralph Manaker
                                                                                     Its:          Executive Vice President

                                                                                     Dated: 1 January 2004
                                                                                              st
                                                                            Exhibit 10.46

                      Agreement for the Provision of

                        Travel Fulfillment Services

                                  between

Expedia Inc. , 13810 S.E. Eastgate Way Suite 400, Bellevue, WA 98005, USA

                   - hereinafter referred to as: ―Expedia‖

                                    and

TRX Germany GmbH (―TRX Germany‖), Am Borsigturm 17, 13507 Berlin
              - hereinafter referred to as: ―TRX‖ -

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Preamble (English version)                                                      3
§1                 Travel Fulfilment Services                                   3
§2                 Commencement of Services                                     4
§3                 Term of Agreement                                            5
§4                 Remuneration                                                 5
§5                 Expedia’s Performance and Provision Obligations              7
§6                 Documentation                                                8
§7                 Reports                                                      8
§8                 Service Level                                                8
§9                 Investment Goods                                             8
§ 10               Price Changes and Contractual Amendments                     8
§ 11               Project Manager                                              9
§ 12               Software and Infringement of Third Party Rights             10
§ 13               Data Processing and Data Protection                         11
§ 14               Damages                                                     13
§ 15               Extraordinary Termination                                   13
§ 16               Force Majeure                                               14
§ 17               Secrecy                                                     15
§ 18               Insurance                                                   17
§ 19               Securities                                                  17
§ 20               Communications                                              18
§ 21               Final Provisions                                            18
SCHEDULE 1 – SERVICES.                                                         30
SCHEDULE 2 – SERVICE LEVELS AND SERVICE CREDITS                                43
                SERVICE CREDITS                                                48
SCHEDULE 3 – FEE SCHEDULE                                                      49
SCHEDULE 4 – CHANGE MANAGEMENT PROCEDURE.                                      57
SCHEDULE 5 – EXPEDIA DELIVERABLES.                                             58
SCHEDULE 6 – TRX Germany & AER WORKFLOW                                        61
SCHEDULE 7 – REPORTING                                                         62

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                                                         Preamble (English version)

1.   Expedia is an online travel agency offering travel as well as rental, insurance and other services associated with travel through its
     web site aimed at internet users located in Germany, under the URL http://www.expedia.de.

2.   TRX provides electronic travel fulfillment services (processing of online bookings, issuing and dispatch of travel documents and
     telephone for support for technical and related issues, etc.).

3.   Expedia would like to avail itself of TRX‟s services. The Parties therefore agree as follows:

                                                       § 1 Travel Fulfilment Services

1.   Expedia hereby commissions TRX to provide the Travel Fulfillment Services pursuant to Schedule 1 . The place of fulfillment of all
     services by TRX shall be Berlin.

2.   TRX understands that Expedia wishes to work with AER Berlin for the procurement and fulfilment of private fares. TRX will handle the
     related calls and mails of consumers as well. The responsibilities, procedures, data-flows and escalation routines have to be defined four
     weeks before launch date. Expedia will act as project manager for these issues. Contractual relationships will only exist between Expedia
     and AER (Schedule 6).

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3.   The implementation of the services by TRX, including the test phase shall be effected pursuant to Schedule 3. sent 3 . A project plan for
     the implementation phase will be mutual defined and will be insert as an own Schedule attached to this contract.

                                                       § 2 Commencement of Services

1.   TRX shall begin to render the services on April 25 2002 (―Commencement of Services‖), unless the Parties have agreed otherwise with
                                                         th


     respect to individual services in this Agreement or the Schedules to this Agreement (collectively hereinafter referred to as ―the
     Agreement‖).

2.   Compliance with the Commencement of Services is subject to the following prerequisites:

a)   that Expedia fulfills its performance and provision obligations pursuant to Schedule 5 unless the failure to do so does not interfere with
     the punctual Commencement of Services.

b)   that TRX receives access to all Expedia‘s IT and other technical installations necessary for the implementation and Expedia provides on
     request without delay any additional information or documents TRX requires for the implementation.

c)   In any other cases, the Commencement of Services shall be delayed accordingly.

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3.   If the Commencement of Services is delayed due to factors within Expedia‘s control, TRX shall have a claim to the compensation set
     forth in Schedule 3, sent. 1 para. 2 for the period between the scheduled Commencement of Services and the actual Commencement of
     Services.

4.   During the honeymoon phase, which will last 3 month up from the commencement of Service, the Service Levels agreed in Schedule 7
     do not apply.

                                                          § 3 Term of Agreement

1.   Initially, TRX shall render the services up to February 29, 2005 (―Contractual Term‖).

2.   If Expedia or TRX does not terminate the Agreement vis-á-vis the respective other party at least six months before the end of the
     Contractual Term by registered mail with notice of receipt, the Contractual Term shall automatically be extended by one year each time.

                                                             § 4 Remuneration

1.     * :

a)     * ,

b)   The surplus at the time of the Commencement of Services as provided in § 2 para. 1. A delay in the Commencement of Services pursuant
     to § 2 para. 2 shall not affect the payability

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                                             * CONFIDENTIAL TREATMENT REQUESTED
2.   Expedia shall remunerate TRX for the services rendered on an ongoing basis pursuant to Schedule 3 .         * .

3.   Payments shall be made exclusively by transfer to     * .

4.   TRX shall be entitled to charge interest as of the due date before default sets in at a rate of * p.a. above the then- current basic
     interest rate, but at least at a rate of * . Once default occurs, TRX shall be entitled to charge interest at a rate of * p.a. above the
     then-current basic interest rate. This shall not affect TRX‘s the right to assert claims for higher damages due to default.

5.   TRX‘s invoices shall be deemed to be acknowledged unless Expedia objects to them in writing within six weeks of the invoice date.

6.   Expedia shall only be authorized to perform set-off and assert rights of retention if its counterclaims are either undisputed or have been
     established with legally binding effect.

7.   All payments are plus the applicable value added tax. TRX shall post the value added tax in its invoices.

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                                              * CONFIDENTIAL TREATMENT REQUESTED
                                          § 5 Expedia‟s Performance and Provision Obligations

1.   Expedia undertakes to fulfill its performance and provision obligations pursuant to Schedule 5 . Expedia shall immediately notify TRX of
     any delays. This shall not affect any damage claims TRX may have.

2.   Expedia shall further notify TRX without delay of any other circumstances within Expedia‘s control that would wholly or partially hinder
     TRX in its performance of the contractual services or could do so under unfavorable circumstances. Expedia shall arrange for the
     immediate remedy of the hindrance to perform at its own expense and inform TRX of the measures taken and when it anticipates that
     TRX will be able to resume performance of its services. Paragraph 1 sent. 3 apply accordingly.

3.   Expedia shall bear sole responsibility for the functionality, maintenance and repair of all its own equipment (including that installed on
     TRX‘s premises) and bear all costs incurred in this respect. Expedia will participate for all equipment purchased by TRX from the special
     conditions concerning maintenance and costs of between TRX and its hardware provider.

4.   In the interest of its customers TRX shall endeavor to continuously upgrade and improve its own technology and software. To this end,
     during the Contractual Term Expedia shall grant TRX reasonable access to its IT and other technical installations upon prior arrangement
     and provide TRX with any additional information or documents it requires unless they are trade secrets.

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                                                            § 6 Documentation

N/A

                                                                § 7 Reports

1.    TRX shall provide Expedia with reports on a regular basis in accordance with Schedule 7 .

2.    Details on the format and mode of transmission of the reports shall be mutually agreed between the Project Managers.

                                                              § 8 Service Level

1.    TRX warrants compliance with the Service Level pursuant to Schedule 2 .

2.    Expedia shall have no further claims in the case of poor performance on TRX‘s part. However, damages claims pursuant to this
      Agreement remain unaffected.

                                                           § 9 Investment Goods

N/A

                                            § 10 Price Changes and Contractual Amendments

1.    For amendments to this Agreement, the procedure pursuant to Schedule 4 shall be employed. Other amendments shall only be valid if
      they are in written form.

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2.   Expedia is aware of the fact that TRX has based the calculation of the agreed prices on the technical norms and standards applicable at
     the time of the conclusion of this Agreement as well as the applicable provisions of the statutes and collective bargaining agreements. In
     the event of a change leading to a not insignificant increase TRX‘s costs, the Parties shall negotiate an adjustment of the agreed prices on
     the principles of good faith.

                                                            § 11 Project Manager

1.   TRX and Expedia shall each appoint a Project Manager. At the time of conclusion of this Agreement, they are.

     a) for TRX                 Ulf Puppel
                                Am Borsigturm 17
                                13509 Berlin
                                Phone:
                                Mobile:
                                Fax:
     b) for Expedia             Sylvia Speck
                                Konrad-Zusa-Strabel
                                85716 Unterschliebheir
                                Phone:
                                Mobile:
                                Fax:

2.   The Project Managers shall be authorized to make all decisions in the daily business operation. However, they shall not be obligated to
     agree to changes in this Agreement

3.   The Project Managers shall notify each other without delay of any breakdowns in the execution of this Agreement due to technical or
     other reasons and work together to remedy the breakdowns as quickly as possible.

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                                              * CONFIDENTIAL TREATMENT REQUESTED
4.   Each Project Manager shall give the other Project Manager the name of a deputy Project Manager at the commencement of this
     Agreement. The deputy Project Manager shall act as the Project Manager when the Project Manager cannot be reached in time or at all,
     in particular due to vacation or illness.

5.   A change in the Project Managers or their deputies shall be communicated to the other Project Manager two weeks in advance.

                                          § 12 Software and Infringement of Third Party Rights

1.   All protectable rights of the software used by TRX software (e.g. patents, trademarks, Internet domain names, copyrights, database
     rights, know-how, similar rights protected in some country) shall be held exclusively by TRX or its licensors, but not by Expedia.

2.   TRX is entitled to use Expedia‘s software within the scope of the contractual performance without a separate remuneration. This use
     right shall end when this Agreement comes to an end; in that case all copies of the software shall be deleted and data carriers shall be
     returned.

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3.   Should a Party acquire rights to the software of the other party – for whatever reason – it shall be obligated to transfer all such rights
     immediately to the other Party. Where the rights are not transferable, the Party undertakes to waive such rights or – at the discretion of
     the other Party – empower the other Party to exercise the rights in its own name. Neither Party shall be entitled to claim remuneration
     from the other Party for the fulfillment of the above duties.

4.   Both Parties guarantee that the fulfillment of the performance they each owe does not infringe any third party rights. If a third party
     asserts a claim against a Party in this regard, that Party shall indemnify the other Party against such claims. Further, it shall reimburse the
     other Party for any expenses, including reasonable attorneys‘ fees. Any claims beyond that, e.g. for damages, remain unaffected.

5.   If a third party asserts charges due to an infringement of proprietary rights, the Parties shall inform each other without delay and
     coordinate their conduct vis-a-vis the third party – where this is reasonable for the Party the claim is being asserted against.

                                                  § 13 Data Processing and Data Protection

1.   Expedia is entitled to all rights to the data TRX processes for Expedia.

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2.   In performing the services TRX shall observe the principles of proper data processing and monitor compliance with these principles on
     an ongoing basis. TRX warrants compliance with the security measures required by law in the course of its proper contractual
     performance and shall provide Expedia with proof of such compliance upon request.

3.   TRX shall only process personal data pursuant to the provisions of this Agreement and written instructions issued by Expedia in the
     course of performing this Agreement. Expedia instructs TRX to take all necessary organizational and technical measures to secure the
     data against loss (e.g. duplicating existing files, setting up interim files and working areas, etc.), unless this would lead to a change in the
     content of the files.

4.   If Expedia subsequently a request changes in the agreed procedure or additional security measures, it shall remunerate TRX for any
     additional expenses.

5.   If and to the extent that TRX delegates the execution of the work assigned to it in whole or in part to third parties, the agreements to be
     concluded with the third parties shall correspond to the data protection provisions in the contract between TRX and Expedia

6.   Expedia undertakes to provide TRX with all information necessary for TRX to comply with the relevant statutory provisions, including
     any duties to keep records or notify authorities.

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7.   TRX shall obligate its employees and the third parties which are to perform its services in writing to maintain secrecy and Keep data
     secrets pursuant to § 5 of the German Data Protection Act (BDSG) or require a confirmation that third parties are, for their part, already
     so obligated.

                                                                  § 14 Damages

1.   The Parties‘ damages claims shall be limited to cases of intent or gross negligence, liability under a guarantee, injury to life, body or
     health, of material contractual duties.

2.   Otherwise, damages claims (except for cases of intent) for each incidence shall be limited to the net sum of the charges TRX has billed to
     Expedia in the past three calendar months or – if this amount is higher – 300,000 EUR. In this respect, various occurrences with a
     common cause shall be deemed to constitute one incidence of damage.

3.   Where liability is excluded or restricted, this also applies to the personal liability of the employees, representatives and vicarious agents
     of the Parties.

4.   Damages claims shall be statute barred after six months § 639 BGB applies accordingly.

                                                       §15 Extraordinary Termination

1.   Both Parties are entitled to terminate the Agreement without notice for good cause.

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2.   Good causes justifying termination are in particular present

     •   if one Party ceases payment, applies for initiation of insolvency proceedings against its assets or a third party files such an
         application and insolvency proceedings are initiated,

     •   a Party seriously and consistently breaches its contractual duties despite receiving a warning such that it is unreasonable to expect
         the other Party to hold to the Agreement.

                                                             § 16 Force Majeure

1.   If performance of a service is impossible due to force majeure, in particular due to a power shortage, labor disputes or operational
     breakdowns which are unforeseeable or beyond a Party‘s control, official measures or other events beyond a Party‘s control, it shall not
     be obligated to perform as long as such hindrance persists. In this case, the performance time shall be extended by the duration of the
     obstruction.

2.   Each Party shall inform the other Party without delay and in writing of the occurrence of a case of force majeure, the causes, the
     anticipated duration and its impact on provision of the service and take all reasonable measures to minimize the impact on the
     performance of the services owed under this Agreement to the greatest possible extent.

3.   Once it has been ascertained when the force majeure will end, the affected Party shall inform the other Party and resume provision of its
     services without delay at that time.

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                                                                 § 17 Secrecy

1.   The Parties undertake to maintain secrecy with respect to confidential information of the other Party.

2.   Confidential information within the meaning of this Agreement is

     •   all personal data and travel data of Expedia‘s customers,

     •   all data or information labeled or designated as confidential, regardless of whether this is conveyed to the other Party verbally, in
         writing or in another way.

     •   any other knowledge or information, for which the disclosing Party has a discernable interest in confidential treatment (e.g. own
         software, technology, procedures, business plans or strategies, information with respect to finances, costs, prices, suppliers, sellers,
         customers or employees); this applies regardless of the form or manner in which the information has been disclosed.

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3.   Non-confidential information within the meaning of this Agreement is

     •   information which is or becomes generally known or accessible, where this is not due to an action or omission on the part of the
         Party obligated to maintain confidentiality,

     •   information which the receiving Party already possessed before it was disclosed by the disclosing Party, unless there were
         restrictions on its use or disclosure,

     •   information which third parties provide to the receiving Party after the conclusion of this Agreement in a proper manner and without
         restrictions as to its use or disclosure,

     •   information and knowledge which the receiving Party demonstrably developed independently, without reference to the information
         provided pursuant to this Agreement,

     •   information, the disclosure of which was permitted by the other Party.

4.   The receiving Party shall be entitled to disclose confidential information to fulfill requirements imposed by law or public authorities
     provided that it informs the disclosing Party early enough that it can take legal action against such disclosure.

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5.    The receiving Party undertakes to treat all confidential information of the disclosing Party with at least the same care with which the
      receiving Party treats its own confidential information.

                                                                 § 18 Insurance

The Parties undertake to take out reasonable third party liability insurance during the Contractual Term in the amount of at least   *    and to
provide the other Party proof thereof upon request. § 2. sent. 1 applies accordingly.

                                                                 § 19 Securities

1.    Expedia shall furnish the securities set forth in Schedule 3, sent. 4, point d) no later than four weeks prior to the Commencement of
      Services.

2.    Should TRX learn of circumstances after the conclusion of this Agreement that cast doubt upon Expedia‘s ability to pay, TRX shall be
      entitled to demand additional reasonable security before continuing to perform the Agreement or to withdraw from this Agreement after
      setting a reasonable deadline for the provision of security.

3.    Circumstances, which cast doubt on Expedia‘s ability to pay, are in particular ongoing seizures or other compulsory enforcement
      measures and application for the initiation of insolvency proceedings.

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                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                           § 20 Communications

All communications pertaining to the execution and/or termination of this Agreement shall be addressed to:

a)   for communications to TRX:

     TRX Germany GmbH
     to the attention of Ulf Puppei
     Am Borsigturm 17
     13507 Berlin

b)   for communications to TRX:

     Expedia.com GmbH
     to the attention Sylvia Speck
     Konrad-Zuse-Straße 1
     D-85716 Unterschleißheim

                                                            § 21 Final Provisions

1.   This Agreement replaces any agreements made by the Parties previously. In case of a discrepancy between the above clauses and
     provisions in the Schedules, in the provisions in the Schedules shall prevail.

2.   This Agreement is governed by German law. The legal venue shall be Berlin. TRX shall be entitled to file suit at Expedia‘s seat as well.

3.   Should any individual provision of this Agreement be wholly or partially invalid, this shall not affect the validity of the remaining
     provisions. The invalid provision shall be replaced by a provision which corresponds to what the Parties would have agreed upon, taking
     the technical circumstances and their economic interests reasonably into account, had they been aware of the invalidity of the provision.

4.   For the interpretation of this Agreement, the German version alone shall prevail.

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By      Expedia              By       TRX Germany GmbH     By      TRX Germany GmbH

Name    /s/ Ahia Keckeisen   Name     /s/ Gabriele Mayer   Name    /s/ Uwe Hay
Title   Managing Director    Title    CEO                  Title   Managing Director
Date                         Date                          Date

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                              APPENDIX of the contract between Expedia Inc. (“Expedia”) and TRX Germany
                                                            GmbH (“TRX”)
                                            Valid for the period 01.05.2003 until 30.04.2004

                                                    New Fees for handling of 3 party packages:
                                                                                     rd




Flat fee of:

  *       per package (booking volume up to     *       packages per month)

  *       per package (booking volume between       *     and    *      packages per month)

  *       per package (booking volume between       *     and    *      packages per month)

  *       per package (booking volume over      *   packages per month)

The adequate quantity scale price is valid for the total number of packages reached that month and not only for the number of booking volume
exceeding amount of bookings. Example: If the booking volume reaches * for the month of July – the price per package will
be * for each of the * .

The flat fee is a fix price per booking handled by TRX including all contacts. Nevertheless if the contact ratio exceeds               *    per booking due
to reasons that TRX is not responsible for, any additional contact above * will be charged with * .

For Offline bookings the following surcharge applies Additional ― Offline fee ‖ per package sold:

                                                                               *

Incentive program for TRX:

      •      on insurance sales:

            •     if insurance sales reach the monthly attach rate of up to * no incentive will be paid. In this case TRX has to pay a
                  penalty. The penalty will be * amount. The malus does not apply if the actual volumes exceed the forecasted volumes
                  by * or more.

            •     if insurance sales reach the monthly attach rate of      *       TRX will get      *       of the total insurance gross booking sales as
                  incentive payment

            •     if insurance sales exceed the monthly attach rate of         *    TRX will get a       *      incentive on the total insurance gross
                  bookings

                                                                            20

                                                * CONFIDENTIAL TREATMENT REQUESTED
          •     if insurance sales exceed the monthly attach rate of      *   TRX will get a       *    bonus incentive on the total insurance gross
                bookings.

          •     The average price per insurance booking should be * ,-; if the average sales price is * or more months in a row
                below the agreed avg. price of * ,- TRX shall pay a training for the agents which will be in that event specified (subject
                and time) by Expedia.

     •    On car sales:

          •     If car sale attach rate exceeds    *     TRX will receive a participation of   *       on the gross bookings.

                                                             Quality Level Agreement

TRX agrees the common target of a       *    for both call-center teams: flight and 3 party packages . First month to be validated should be
                                                                                      rd


June 2003.

If Quality Level is below   *    TRX will pay the monthly mystery shopping activities – which means the ―buw‖ invoice for the appropriate
month.


Date / Place                                           Date / Place                                         Date / Place

/s/ Anja Keckeisen                                     /s/ Gaby Mayer                                       /s/ Uwe Hay
Anja Keckeisen                                         Gaby Mayer                                           Uwe Hay

                                                                         21

                                                  * CONFIDENTIAL TREATMENT REQUESTED
                       APPENDIX of the Air contract between Expedia Inc. (“Expedia”) and TRX Germany GmbH
                                                             (“TRX”)

                                               Pricing for handling of Tele Sales calls & fulfilment:

TRX will start handling all Tele Sales activity and its fulfilment on behalf of Expedia effective December 1, 2003 until December 31, 2004

This includes:

      •    E packages air/hotel

      •    E Packages air/hotel/car

      •    Air only

      •    ESR hotels only

      •    car rental only

      •    insurance

      •    package travel

TRX will charge a flat fee of * for any inbound call resulting in the successful completion of a telephone sales booking (based on a
at * minutes capped talk time excluding wrap up time at a rate of * ) on any of above products. In case the AHT for Inbound
Telesales calls will be less than * minutes Expedia will pay the adequate number of minutes x * .

Expedia will not be charged for any tele sales calls not meeting this criteria.

The following prices apply per product category and include a flat call fee of    *    as well as back office and fulfilment charges:

1) E Packages air/hotel or air/renal
   car or hotel/rental car:                                                                                                       January 2004 *
                                                                                                                    February – December 2004 *
2) E Packages air/hotel/car:                                                                                                                 *
3) ESR hotels only:                                                                                                                          *
4) Car rental only                                                                                                                           *
5) Air only (starting January 2004)                                                                                                          *
6) insurance:                                                        *   as “add-on” product or     *   incase of sale as stand-alone product
7) Package travel:                                                                                                                         *

For References 1, 2 and 5, the maximum number of tickets per booking included in the a.m. prices is * . Should the ticket per booking
ratio exceed * , normal fulfillment cost apply for any additional ticket. All tickets are included in the volume count for the Fulfilment
Pricing.

Service Level and Quality Level agreements as discussed apply also for telesales.
  *
  *

23/02/04                                                                                                24/02/04
Date / Place                                          Date / Place                                      Date / Place

/s/ Anja Keckeisen                                    /s/ Gaby Mayer                                    /s/ Uwe Hay
Anja Keckeisen                                        Gaby Mayer                                        Uwe Hay

                                                                         22

                                                * CONFIDENTIAL TREATMENT REQUESTED
4.   Charges

a) Service Centre Charges

Transaction Pricing including Back-office cost per Transaction
                                                                 Tickets/day
ALL PRICES IN $                                                  Tickets/year         *                 *               *            *

Paper Tickets/Electronic Ticket with Delivery Note Public
  fare with Credit Card Payment delivery notes receipt                                    *                 *               *            *
Paper Tickets Public Fare with Invoicing                                                  *                 *               *            *
Electronic Ticket Public Fare with Credit Card Payment
  (receipt required)                                                                      *                 *               *            *

Assumptions:
Fulfilment                                 *    Automation Degree, * Manual Handling
Service/Support                            *    Contacts at 3 min per Booking
Accounting                                 *    Air revenue with * Credit card payment and          *       Invoicing

Contact Ratio based on calls + emails / tickets published; * manual handling includes manual fulfilment: Handling of Open Jaws, Airline
PNR Changes, Seat- and meal requests, Refunds, Exchanges, Re-issues, Re-validations and other manual process during the fulfilment
workflow.

Private Fare CONTACTS:

Contact ratio for private fare bookings will be monitored during honeymoon phase and pricing will be negotiated during this phase. TRX
proposes to take a decision after 4 weeks and monitor for the following 8 weeks if revision is necessary

b) Surcharges to the Above Models

For each of the above pricing models, the following surcharges would apply:

Surcharge for Processing of Offline Booking (Assumption: * for date-entry and wrap-up by TRX Germany Staff for the
  client)                                                                                                                                *
Call above ratio (per minute, above Contact Ratio)                                                                                       *
Mail above ratio (per Mail, above Contact Ratio)                                                                                         *
Fax Response                                                                                                                             *
White Mail Response                                                                                                                      *
Exchange / Re-issue / Re-validation (above ratio * )                                                                                     *
Refund (above ratio * )                                                                                                                  *
Exception Processing as described above (per minute) (manual processing of rejected PNR‘s above ratio * )                                *
Ticket on Departure (Public fare), automated handling                                                                                    *
Ticket on Departure (PTA), manual handling                                                                                               *
Lost Tickets                                                                                                                             *

                                                                     23
                                                             highly confidential

                                               * CONFIDENTIAL TREATMENT REQUESTED
                                                        AMENDMENTS #1 TO
                                                            AGREEMENT
                                                       FOR THE PROVISION OF
                                                   TRAVEL FULFILLMENT SERVICES
                                                             BETWEEN

                                                           TRX GERMANY GMBH
                                                                  AND
                                                              EXPEDIA INC.

This Amendment #1 (―Amendment‖) is entered into this           day of May 2005 (―Amendment Effective Date‖) between TRX Germany
GmbH (―TRX‖) and Expedia, Inc., 3150 139th Avenue SE Bellevue, WA 98005, USA (―Expedia‖). TRX and Expedia have previously entered
into the Agreement for the Provision of Travel Fulfillment Services dated March 19, 2002 (the ―Agreement‖), which is incorporated herein by
reference. The parties desire to amend and revise the Agreement solely as set forth in this Amendment. The terms defined within the
Agreement and its Schedules shall also apply to this Amendment.

Whereas, the parties have agreed to renegotiate the terms under which TRX provides and Expedia receives services under the Agreement, and

Whereas, the parties agree that in addition to the services provided under the Agreement, the third party tour business that is currently governed
by ―Vertrag zwischen Expedia, Inc. and TRX Germany GmbH‖ dated March 15, 2002 shall be incorporated into the terms of this Agreement;

                                                                       24
For and in consideration of the promises and representations set forth herein and other good and valuable consideration, the parties agree as
follows:

1.    Section I of the Agreement shall be amended to include a new subsection 4 as follows:

     ―4. In the performance of the Services hereunder, and under normal operating conditions as reasonably determined by TRX, TRX will
     recruit support agents trained to Reiseverkehrkaufmann/frau level, and telesales agents with a selling and target driven background.‖

2.    Section 3.1 of the Agreement shall be deleted in its entirety and replaced as follows:

     ―TRX shall render the services labeled by numbers 1, 2, 5, 6,7, 8, 9,10,11, 12, 13, 14, 15, 16,17, 18, 19, 20, 22 and 24 in Schedule 1 up to
     June 30, 2008. The services labeled by numbers 3, 4, and 21 in Schedule 1 shall be rendered up to June 30, 2006.‖

3.    Subsection 4.1 shall be deleted in its entirety and marked ―Reserved‖. The numbers of the remaining sections will not be affected.

4.    Section 11 of the Agreement shall be revised to replace the names of the TRX and Expedia Project Managers as follows:

      •    TRX Project Manager shall be the TRX Operations Manager.

      •    Expedia Project Manager shall be Expedia Business Operations Manager, Germany.

5.    Section 15 of the Agreement shall be deleted in its entirely and replaced as follows:

       ―1. If either party defaults in the performance of its obligations specified in this Agreement, the non-defaulting party will give written
notice to the other party, specifying the nature of the default and, if such default is not remedied within thirty (30) days from date of such
notice, then the non-defaulting party, will have the right, at its option, to either suspend the performance of its obligations under this Agreement
until such default is remedied or terminate this Agreement.

      2. If either party fails to pay within thirty (30) days of notice of late payment, applies for initiation of insolvency proceeding against its
assets or a third party files such an application and insolvency proceedings are initiated, the other shall be entitled to terminate this Agreement
immediately upon notice.

                                                                         25
       3. Termination of this Agreement for any reason will not relieve or release either party from any rights, liabilities or obligations,
including but not limited to payment as defined in Section 4.3 . which it has accrued prior to the date of such termination and will be in addition
to all other rights and remedies either party will have available to it under this Agreement or by law or in equity. The provisions of this
Agreement that, by their meaning or content, are intended to survive termination of this Agreement will remain in effect following termination.

       4. Should there by any material change, as determined by either party, (1) in any laws, ordinances, orders, rules or regulations governing
the way the parties may operate; (2) in travel industry conditions, including but not limited to, airfares (e.g., net fares or net/net fare
arrangements) or compensation to TRX, by action of any industry vendor, governing body or client; or (3) in technology including but not
limited to computer reservation systems or the Internet; which material change has the effect of materially increasing or decreasing the cost of
doing business; then, TRX shall have the right to provide written notice to Expedia of such change and both parties agree to renegotiate in good
faith the financial and/or service terms of this Agreement. If the parties are unsuccessful in renegotiating mutually satisfactory terms within
thirty (30) days of the provision of notice hereunder, both parties shall have the right to terminate this Agreement at any time thereafter with
ninety (90) days advance written notice. Further, Expedia shall have the right to cancel the agreement according to Art. 627 Section 1 of the
German Civil Code.

     5. Expedia may cancel this Agreement for good cause under the terms of Section 15 of the Agreement if TRX uses the trademark
―Expedia‖ without prior written authorization from Expedia.

      6. In the event of termination TRX will cancel all agreements entered into for Expedia immediately and at the lowest costs possible or
TRX will take all steps required to transfer the agreements on Expedia or any third party defined by Expedia. Moreover, TRX will transfer the
agency numbers granted by airlines, travel operators and others and used for Expedia matters to Expedia. If the contracting party (airline, travel
operator, etc.) does not agree with transferring the agency number TRX will at least stop using the agency number and not transfer it to any
other party.

                                                                        26
6.    All text in Section 19 shall be deleted. The section shall be marked ―Reserved‖.

7.    Section 20 shall be revised to reflect the following individuals for communications:

      For TRX: Managing Director
      For Expedia: Managing Director

8.    Schedules 1, 2 , 3, 4, 6, and 7 shall be deleted in their entirety and replaced by Schedules 1, 2 , 3,4,6 , and 7 attached hereto.

9.    Schedule 5 only includes minor changes and is reproduced in this Amendment among others for convenience of reference.

10.   All rights with respect to the website expedia.de and its sub-pages and all other names, trademarks and logos used for Expedia remain
      with Expedia TRX is not authorized to integrate the name ―Expedia‖ or ―Expedia.de Reisen‖ in its company name, to use it as trademark
      or to apply for a trademark registration. However, TRX will perform any activities with respect to fulfillment services for Expedia under
      the name ―Expedia‖, except if stated otherwise by Expedia. TRX will further answer the calls of customers only under the name
      ―Expedia‖. Any documents or materials for Expedia-clients will be drafted in the Expedia look & feel (as such look and feel is made
      known to

                                                                         27
      TRX in writing) or TRX will use the documents provided by Expedia for this purpose. This authorization does not lead to any further
      rights of TRX; this authorization shall only apply for the term of the Agreement. Upon termination of the Agreement TRX will refrain
      from using the name ―Expedia‖, grant any rights with respect to the name to Expedia, return any note papers and other documents and
      material annotated with the Expedia-name or demonstrably delete them.

11.   This amendment expressly terminates ―Vertrag zwischen Expedia Inc. und TRX Germany GmbH‖ dated March 15, 2002 between the
      parties.

12.   Except as expressly set forth in this Amendment, the terms and conditions of the Agreement shall continue in full force and effect. The
      Agreement and this Amendment reflect the entire agreement of the parties. This Amendment shall take precedence over any conflicting
      terms in the Agreement with respect to the subject matter herein.

                                                     [SIGNATURES ON NEXT PAGE]

                                                                      28
TRX Germany GmbH             Expedia Inc.

By:      /s/ Grover          By:            /s/ Priscilla Sulham
Name:    Grover              Name:          Priscilla Sulham
Title:   EVP                 Title:         Asst. General Counsel
Date:    May 24, 2005        Date:          May 12, 2005

                        29
                                                                 SCHEDULE 1
                                                                  SERVICES

TRX (hereinafter referred to as ―TRX‖ or ―Contractor‖) will provide to Expedia (hereinafter referred to as ―Expedia‖ or ―Client‖) the following
travel services (the ―Services‖).
Service                                                Description

1) Operate the Berlin Operation Centre (the            Use the Operations Centre for Expedia Customers‘ requests for telephony service and
   “Operations Centre”)                                assistance, and email and GDS service to the agreed hours of operations defined
                                                       as * Monday to Sunday and on German Public Holidays on times as agreed with
                                                       Expedia.
2) Ticketing Dispatch, Issuance and Receipt            Ticketing, issue (as detailed below) will be carried out as follows:
   Production.
                                                       Ticketing will take place as follows:

                                                       Electronic ticketing:    *

                                                       Paper tickets:    *

                                                       On German Public Holidays, the above times do also apply.

                                                       Dispatch to operate within collection times of mail and courier.

                                                       Charter tickets will be issued by the airlines and/or tour operators and dispatched by
                                                       TRX according to agreed procedures.

                                                       Issue e-tickets for all fare types up to   *    hours before flight departure.

                                                       Issue paper tickets up to    *     days before flight departure, for courier delivery.

                                                       Manage the relationship and planning with Deutsche Post and Go! Express courier;
                                                       endeavor to maximize cost savings.

                                                       The full extent of fulfillment services can be seen under separate cover by Expedia.

                                                                        30

                                              * CONFIDENTIAL TREATMENT REQUESTED
3) Respond to Client Customer requests for           Receive request for Services or assistance on a private label basis from Client
Services or assistance via the following channels:   Customers in respect of GDS and Web Site bookable products. The products will be –
Telephone,
E-mail,                                                    •    Air (scheduled and charter) - GDS Bookable and processed via the DE BSP /
White mail,                                                    direct or via Website e-Packages – combination of air + hotel and fly-drive
Fax.                                                           (combination of air + car) and travelshops and/or insurance where applicable.

                                                           •   Hotel - GDS bookable/ Web Site

                                                           •    Car - GDS bookable / Web Site and Holiday Autos through provided offline
                                                               booking tool

                                                           •   3 party products as available on the website
                                                                 rd




                                                     Request for Services to cover for Expedia.de –

                                                     (a)   Web Site enquiries

                                                     (b)   Technical enquiries

                                                     (c)   Web Site navigational enquiries

                                                     (d)   Assistance to Client Customer in completing a booking on the Web Site

                                                     (e)   Amend Booking

                                                     (f)   Assistance to enquiries during travel

                                                     (g)   Service post travel

                                                     (h)    All other enquiries related to the Web Site, to events prior, during and post travel
                                                           relating to Client Customer bookings.

                                                     (i)   Finalise PNR‘s according to and within Data Protection Legislation

                                                     (j)   To manage all GDS schedule change queues on the pseudo cities designated to
                                                           Client and Contractor jointly.

                                                     (k)   ‗Off-line‘ bookings support using the Client Admin. Tools, together with GDS
                                                           when applicable.

                                                                      31
(l)   Logging and administration of all air refunds.

(m) Logging and handling all re-issue ticket requests.

(n)   Handling same day cancellation according to policy and collecting admin, fee.

(o)   SMS text messaging schedule changes

(p)   Handle Expedia staff travel to include AD75 travel.

All support and contacts with Client Customers will be transacted in Geman and
English

Telesales: TRX agrees to provide agents to answer telesales calls for Expedia.de. (for
products please see schedule 3 SELEX pricing Telesales)
In order to deliver the Service, Contractor shall be entitled to rely only on information
from the TRX Systems and any relevant Client Deliverables and from information
otherwise provided by, or facilitated by, Client under the terms of the Agreement.

For the avoidance of doubt, and by way of an example, Contractor shall not seek to
resolve, ―sold out‖ city hotel bookings by any means other than the Web Site.

                32
4) Complete travel reservations   Obtain all required information to complete the Client Customer‘s travel reservation.
                                  This information shall cover, but not be limited to, Client Customer details, their travel
                                  needs and payment information.

                                  The travel reservations shall be completed in accordance with the agreed process and
                                  validated with Client via the same communication channel as was used to make the
                                  reservation in question.
5) Perform quality control        Utilise CORREX to ensure that PNRs are in accordance with the agreed formats and
                                  standards (as provided by Client to Contractor). Contractor will perform completeness
                                  checks prior to document dispatch (i.e. will check that the documents are included in
                                  the envelope).
6) Client consumables             Contractor will monitor stock of consumables required and notify Expendia time to
                                  order sufficient consumables.
7) Issue travel documents         Issue tickets, e-tickets and itinerary receipts.

                                  All itinerary receipts shall be in accordance with policy and subject to GDS populating
                                  the relevant itinerary fields in the PNR. For the avoidance of doubt, Contractor shall not
                                  be required to manually add any itinerary information to the PNR in order to issue
                                  travel documents.
8) Distribute travel documents    Prepare tickets, e-tickets, and itinerary receipts, for Client Customer, showing the air
                                  booking and associated products and fees sold in the same purchase path,
                                  hotel/car/insurance details, and courier costs as applicable.

                                                  33
     Prior to dispatch Contractor shall conduct quality control checks to ensure that:

          •   The itinerary receipt is included and complete with all passenger names.

          •    Ticketed itinerary sectors match the GDS booking and those on the itinerary
              receipt

          •   There is the correct number of tickets present

          •   Each ticket has a coupon for each sector and passenger receipt.

          •   That the delivery address matches the delivery address in the PNR.

          •   That the delivery/billing address is in Germany, Austria and Switzerland.

          •   All courier fees have been billed as per agreed procedures (e.g. customer or
              Expedia)

     Distribute travel documents to addresses in Germany, Austria and Switzerland only,
     together with ‗generic‘ marketing material that may be placed inside the same envelope
     (from time to time), at the request of the Client and dispatch to Client Customer.

     The methods of distribution shall be, mail or courier. E-tickets, TODs and PTAs are
     subject to supplier‘s rules.

     For on-line bookings, Client advises the delivery method (Post, Courier or eTicket) in
     the PNR.

     All tickets requested within * Business Days of departure will be dispatched TBC
     (provided courier services are available).

     In the event that travel documents, having been dispatched in accordance with agreed
     procedures, are either lost by the courier or do not arrive in time, and Client Designated
     Employee authorises the issue of replacement travel documents, then Client shall be
     wholly responsible for the costs of the provision of replacement travel documents. Costs
     shall include, but not be limited to, airline fees for processing Ticket Replacement
     Authorities, Forms of Indemnities, TODs and the full cost of replacement tickets.
     Should the replacement tickets have to be issued at a higher fare (e.g. if the airline will
     not permit a TOD for a net fare) then the additional costs shall be borne by Client and
     shall be included in Contractor‘s next invoice(s) to Client. Contractor shall process the
     necessary forms of indemnity and refund applications for lost and delayed travel
     documents.

                    34

* CONFIDENTIAL TREATMENT REQUESTED
9) Track travel documents   When delivery method is TBM, tickets may be tracked up until the time they leave the
                            Operations Centre. For TBC, which must be requested prior to document issue, tickets
                            will be tracked via the courier company track and trace facility.

                                          35
10) Assist Client Customer with exchanges,        Upon Client Customer‘s request or Client‘s request; make any necessary changes to
re-issues and amendments                          reservations, including but not limited to re-bookings and cancellations, and complete
                                                  exchanges, re-issues and amendments according to the fare rules and applicable
                                                  procedures as the same appear on GDS (in the case of published fares) . Contractor
                                                  shall using the Client Admin Tools, verify the Client Customer‘s user name and email
                                                  address to authenticate the identity of the originator of the request for a change.
11) Assist Client Customer with refund requests   Refunds apply to e-tickets and ATB‘s, TODs and PTAs. Initiate, log and track refunds
                                                  (undertake all necessary tasks under Contractor‘s responsibility and await third party‘s
                                                  response where applicable, before Contractor can proceed further if necessary). Deploy
                                                  GDS auto refund where applicable.
12) Action Client supplier requests               Answer specific requests by Client Vendors to those Client Customer travel
                                                  reservations which are made or hosted in GDS and Expedia permit contractor access
                                                  and to which Contractor has access, including, but not limited to, actioning of GDS
                                                  queues and/or fax/call/mail/email requests from the Client Vendors.

                                                                 36
13) BSP                            Attached
14) Client Customer liaison        Upon receipt, via the appropriate GDS queue, of information from Client Vendors
                                   which affects Client Customers‘ travel purchases, Contractor shall contact and inform
                                   Client Customers of changes related to their purchased travel reservations. This
                                   includes, but is not limited to, schedule changes and schedule cancellations and shall
                                   occur through telephone contacts as a priority, then email as per the mutually agreed
                                   upon Job Description Guide.
15) Client Customer feedback       To collate feedback offered by Client Customers relating to the Service supplied both
                                   on-line and off-line.
16) Complaint management           Handle any complaints from Client Customers in accordance with Client and Contractor
                                   agreed procedures as per the Job Description Guide.
17) Escalation                     Contractor will perform Web Site problem escalation according to the escalation plan.

                                   Contractor will escalate ISP problems as per the escalation plan.
18) Referral commission handling   Contractor shall pass referral commission payments from Vendors and other contracting
                                   parties to Client immediately upon reception of the client invoice. The client invoice is

                                                  37
                           based on the commission sheet, which is prepared by the contractor and send out to the
                           client on the 15 of the following month. Should the BSP invoice be delayed or the 15
                                           th                                                                     th


                           fall on a weekend or public holiday, it will be send out the next workday. The provision
                           shall survive the term of this Agreement.
19) Storage of documents   Handle and store at Contractor‘s premises, or at an appointed third party storage
                           company, all documents that are required by law to be retained by Contractor in relation
                           to the performance of the Services at Expedia‘s cost.
20) Methods of payment     Accept for travel purchases the following methods of payment:

                           Credit card (Visa, Mastercard, and American Express) Debit card (Elektronisches
                           Lastschriftverfahren for car and hotel – standalone, and Click & Mix for net fares)

                           Further methods of payment subject to Change Procedure.

                           The airline will act as MOR for scheduled air.

                           All fraud prevention activities shall be performed by or on behalf of Client.

                           Contractor shall not be liable for losses and/or costs arising from card fraud related
                           issues provided Contractor has complied with procedures in respect of card purchases as
                           outlined in the Job Description Guide.

                                          38
21) Scheduled and ad hoc communications   1. Weekly conference call with Expedia Germany Operations to discuss operational
                                          issues including ‗error logs‘ and any other business.

                                          2. Adhoc for special issue management.

                                          3. Quarterly meetings with Operations and Business between respective Designated
                                          Employees also attended by any other staff of Client or Contractor that either deems
                                          necessary.

                                          4. Monthly operation meetings.
22) Support of Client release process     Client will be entitled to undertake ongoing new product/Web Site developments per
                                          year which will be wholly Client‘s responsibility.

                                          Contractor may invoke Change Procedure if there is any possibility that such