EXHIBIT 10.8

DATED                                                                       2002



                                 FS2 LIMITED                                 (1)


                   WORLD DISTRIBUTION CONSULTANTS LIMITED                    (2)


                                 PETER SHORT                                 (3)

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THIS AGREEMENT is dated ___________________________ 2002

BETWEEN

(1)  FS2 LIMITED (Company Number  04102584) whose registered  office is situated
     at Carlton Tower 34 St Pauls Street Leeds LS1 2QB ("the Company"); and

(2)  WORLD  DISTRIBUTION  CONSULTANTS  LIMITED  (Company  Number  2319311) whose
     registered   office  is  at  42  Doughty   Street  London  WC1N  2LY  ("the
     Consultant")

(3)  PETER SHORT of [ ] ("PS")

NOW IT IS HEREBY AGREED as follows:

1.   Definitions

1.1  In this  Agreement  the  following  definitions  apply  unless the  context
     requires otherwise:

     "the Appointment"                    means the  appointment  of the
                                          Consultant  on the terms of this
                                          Agreement

     "the Board"                          means the board of  directors  of the
                                          Company  from time to time

     "the Confidential Information"       has the meaning ascribed in Clause 8

     "Subsidiary and holding company"     shall have the meaning  ascribed to
                                          them by the  Companies Act 1985

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2.   Appointment and Term

2.1  The Company hereby appoints the Consultant and the Consultant hereby agrees
     to act as Sales and Marketing  Director and the Consultant hereby agrees to
     provide the consulting services through PS

2.2  The Appointment shall commence on 1 January 2002 (the "Commencement  Date")
     and shall continue for a minimum period of 15 months (the "Initial Period")
     The Appointment  may be terminated by the Company or the Consultant  giving
     to the other not less than three  calendar  months  notice  such  notice to
     expire at any time after the Initial Period

2.3  The Consultant warrants that in entering into this Agreement and performing
     its  obligations  under  it they  will  not be in  breach  of any  terms or
     obligations under any further appointment or employment

2.4  At all times the  Consultant  shall provide the services of PS who shall at
     all times remain an employee of the  Consultant  who shall ensure that this
     Appointment is undertaken by PS

3.   Scope of the Appointment

3.1  The Consultant shall be responsible for the duties and obligations referred
     to in Schedule 1 to this Agreement

3.2  The Consultant  shall be required to devote such proportion of the time and
     attention  of PS to the duties of its position (as the same is described in
     clause 3.1) as may be necessary for the fulfilment of its obligations

3.3  During the  continuation of the  Appointment  neither the Consultant nor PS
     shall not without the prior written  consent of the Board pledge the credit
     of the Company

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4.   Payment

4.1  Subject to compliance by the  Consultant  with its  obligations  under this
     Agreement the Consultant  shall be paid the sum of $5,000 per month for the
     months of January  February and March 2002 and US$12,000 during each of the
     remaining months of the Initial Period

4.2  In addition to the  payments  specified  in clause 4.1,  the Company  shall
     reimburse  to the  Consultant  and PS all  reasonable  expenses for travel,
     subsistence,  office or other  out-of-pocket  expenses properly incurred by
     the Consultant and PS wholly in pursuance of their  obligations  under this
     Agreement

4.3  All such  payments due the to Consultant  shall be paid upon  completion of
     each months  activities  and within seven (7) days of  presentation  of the
     Consultant's invoice

4.4  Any payments to be made to the Consultant  after the Initial Period will be
     negotiated by the Consultant and the Board

4.5  All  payments  due to the  Consultant  under the terms of this  Clause  are
     exclusive of any VAT or other tax that may be applicable to such payments

4.6  All payments due to the  Consultant  are  conditional  upon the  Consultant
     providing a monthly  report to the Board in terms to be agreed and notified
     to the Consultant from time to time

5.   Skill and Care

     The  Consultant  and PS shall  carry out the terms of the  Appointment  and
     perform their duties and obligations  with reasonable skill and care and to
     the best of their ability

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6.   Tax Status

6.1  It is the  intention  of the parties that the  Consultant  shall assume the
     status of a  self-employed  person and shall not be entitled to any pension
     bonus or other  fringe  benefits  from the Company and that he shall not be
     liable to tax under Schedule E Income and Corporation Taxes 1988

6.2  The  Consultant  shall be solely  responsible  for the full  payment of all
     Income Tax assessments and National  Insurance or similar  contributions or
     liabilities arising in consequence of this Agreement or otherwise

6.3  If for any reason the Company  pays any Income Tax  National  Insurance  or
     similar  contributions  on behalf of the Consultant the Company is entitled
     to demand and the Consultant  shall give a full and immediate  indemnity of
     respect of all such payments made

7.   Termination

7.1  Notwithstanding  the  provisions  of Clause  2.2 the  Appointment  shall be
     subject to  termination  by the Company by notice in writing at any time if
     the Consultant or PS shall have: -

     7.1.1     committed  any  serious  breach of their  obligations  or  an act
               of gross misconduct serious negligence or serious default; or

     7.1.2     (after written warning) repeated or continued any breach of their
               obligations; or

     7.1.3     been (in the reasonable opinion of the Board)  guilty of  conduct
               tending to bring  either of them or the Company into disrepute
               including (without  limitation) by knowingly making any  untrue
               or misleading statement in relation to the Company; or

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     7.1.4     been  convicted  of any  criminal  offence  (excluding an offence
               under  Road   Traffic   legislation  in the  United  Kingdom  or
               elsewhere for which no sentence of imprisonment (immediate or
               suspended) has been imposed); or

     7.1.5     committed any act of dishonesty whether relating to the Company;
               or

     7.1.6     suffered   or  taken  any   proceedings   towards  a  CVA  or
               arrangement  a  bankruptcy  order or  interim  order with its
               creditors  being  made  against  them or shall have taken any
               formal steps towards entry into any compromise or arrangement
               with their  creditors  generally or with a majority in number
               or value of them; or

     7.1.7     in the case of PS been subject of any disqualification  order
               made  under  the   provisions   of  the   Company   Directors
               Disqualification Act 1986

     7.1.8     in the reasonable  opinion of the Board failed to perform the
               duties obligations and  responsibilities  referred to in this
                   Agreement pursuant to the Appointment

7.2  The  Consultant  hereby  expressly  agrees  that the  Company may make such
     deductions  from any  payments  due on the  termination  of or  during  the
     Consultants  Appointment  as may be  necessary  to  reimburse  the  Company
     against any liability of or incurred by the Consultant to the Company

8.   Confidential Information

8.1  Given the nature of the work  undertaken  by the Company  from time to time
     and the  involvement  which the Consultant and PS have and will continue to
     be given in all aspects of the business of the Company,  the Consultant and
     PS will have access to information,  much of which may be confidential  and
     the disclosure of which could be extremely  damaging to the business of the
     Company. In this Agreement, "Confidential Information" means:-

     8.1.1     information  relating  to  the  businesses,  finances,  dealings,
               transactions  and  affairs  of the  Company  for the  time  being
               confidential to the Company;

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     8.1.2     trade  secrets  (including,  without  limitation,  price and cost
               information,  discount  structures,  sales  statistics,  business
               plans and  programs,  business  opportunities,  expansion  plans,
               marketing surveys,  research and development projects,  formulae,
               inventions,  patent  applications  and  registrations,   designs,
               discoveries,  know-how,  methods,  processes,  techniques,  other
               technical data, business forms and operating procedures, policies
               and practices)  relating to the business of the Company and which
               is for the time being confidential to the Company;

     8.1.3     the  names,   addresses  and  contact  details  of  customers  or
               potential  customers clients or potential clients or suppliers or
               potential  suppliers  of the Company  (whether or not recorded in
               writing or on computer disk or tape);

     8.1.4     analyses  made, or views taken,  by the Company in respect of the
               businesses,  finances, dealings,  transactions and affairs of the
               Company,  any customer or potential  customer client or potential
               client or any  supplier or  potential  supplier of the Company or
               any other third party; and

     8.1.5     information  in  respect  of  which  the  Company  is bound by an
               obligation of confidentiality to a third party.

     In order to protect the  confidentiality  of such information,  and without
     prejudice  to every  other  duty which the  Consultant  and PS have to keep
     secret  all  information  given  to  them  or  gained  in  confidence,  the
     Consultant and PS agree as provided in this Clause 8.

8.2  The Consultant and PS shall not, except in the proper  performance of their
     duties under this  Agreement,  either during the Appointment or at any time
     after the termination of the Appointment  (howsoever  caused),  without the
     prior  written  consent of the Board,  use for their own benefit or for the
     benefit of any other person,  company or other undertaking  (other than the
     Company)  or,  except as required by law, a court or tribunal of  competent
     jurisdiction or any applicable  regulatory or statutory  authority or body,
     directly or  indirectly  divulge or disclose to any person  (other than any
     person employed by the Company (including,  for the avoidance of doubt, any
     professional  or other adviser  appointed by the Company) whose province it
     is to know the same)  any  Confidential  Information  which may come to his
     knowledge during the Appointment or previously or otherwise.

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8.3  During  the  Appointment,  the  Consultant  and PS  shall  use  their  best
     endeavours  to prevent the  publication,  divulgence or disclosure by third
     parties of any Confidential Information.

8.4  The  restrictions  contained  in this  Clause 8 shall cease to apply to any
     Confidential  Information  which may (otherwise than through the default of
     the Consultant or PS) become  available to, or within the knowledge of, the
     public generally.

9.   Intellectual Property

9.1  The  Consultant  and PS  shall  forthwith  communicate  to the  Company  in
     confidence all Intellectual  Property which either the Consultant or PS may
     make or originate,  either solely or jointly with another or others, during
     the Appointment.  For the purpose of this Clause 9, "Intellectual Property"
     means (whether capable of being patented, registered or not):-

     9.1.1     every invention, discovery, design, trade mark, secret process or
               improvement;

     9.1.2     every work in which copyright may exist;  and

     9.1.3     moral rights (as defined by sections 77 and 80 of the  Copyright,
               Designs and Patents Act 1988).

9.2  In the case of such  Intellectual  Property as is made or originated wholly
     or  substantially  in the course of their normal duties or in the course of
     duties specifically  assigned to them during the Appointment by the Company
     and which affect or relate to the affairs of the Company, or are capable of
     being  used  or  adopted  for  use  in  connection  therewith,   ("Relevant
     Intellectual Property") sub-Clauses 9.3 to 9.6 (inclusive) shall apply.

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9.3  All  Relevant   Intellectual   Property   (or,  in  the  case  of  Relevant
     Intellectual  Property made or  originated by the  Consultant or PS jointly
     with  another  or others,  to the full  extent of the  Consultant  and PS's
     interest  therein  so  far as the  law  allows)  shall  be and  become  the
     exclusive  property of the Company and shall not be  disclosed to any other
     person,  company or other undertaking  without the prior written consent of
     the Company.  Without prejudice to the foregoing, the Consultant and PS, by
     their execution of this Agreement, assign to the Company in relation to any
     Relevant  Intellectual Property all of their proprietary rights (if any) in
     respect of all  Relevant  Intellectual  Property  for the full term thereof
     throughout the world.

9.4  The Consultant and PS shall,  if and when required by the Company  (whether
     during or after the termination of the  Appointment)  and at the expense of
     the Company (or its nominees):-

     9.4.1     give and supply all such information, data and drawings as may be
               required to enable the Company (or its  nominees)  to exploit all
               Relevant Intellectual Property to the best advantage; and

     9.4.2     do,  and  combine  with  others in  doing,  all acts and sign and
               execute all applications and other documents (including powers of
               attorney  in favour of  nominees  of the  Company)  necessary  or
               incidental to obtaining, maintaining or extending patent or other
               forms of protection for such Intellectual  Property in the United
               Kingdom and in any other part of the world or for transferring to
               or vesting in the Company or its nominees the Consultant and PS's
               entire right, title and interest to and in Relevant  Intellectual
               Property  or to and in any  application,  patent or other form of
               protection or copyright (as the case may be), including the right
               to file  applications  in the name of the Company or its nominees
               for patent or other forms of  protection or for  registration  of
               copyright  in any  country  claiming  priority  from  the date of
               filing of any  application  or other date from which priority may
               run in any other country.

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9.5  The  provisions of this Clause 9 shall not entitle the  Consultant or PS to
     any  compensation  except  that,  in the case of any  invention  on which a
     British  patent has been granted or assigned to the Company and the Company
     has derived  outstanding benefit from such patent, the Consultant or PS may
     be  entitled,  by virtue of section 40 of the  Patents  Act 1977,  to claim
     additional compensation. The provisions of this Clause 7 shall not restrict
     the  Consultant or PS's rights under  sections 39 to 43  (inclusive) of the
     Patents  Act  1977.  The  Consultant  and PS,  by their  execution  of this
     Agreement, waives all moral rights conferred by Part I of Chapter IV of the
     Copyright,  Designs  and  Patents  Act  1988  in  respect  of all  Relevant
     Intellectual Property.

9.6  For the avoidance of doubt, the provisions of this Clause 9 shall remain in
     full force and effect notwithstanding that after the Consultant and PS have
     made or originated any Relevant  Intellectual  Property the Appointment may
     have ceased or been terminated for any reason whatsoever with the intention
     that the same shall bind the heirs and assignees of the Consultant.

10.  Post Completion Obligations

10.1 Since the  Consultant  and PS will during the  Appointment  by the Company,
     have access to  Confidential  Information  and dealings  with the customers
     clients or suppliers  and other  contacts of the Company for which they are
     required  to perform  duties,  they  hereby  agree,  in order to  safeguard
     Confidential  Information  and the  goodwill of the Company,  that,  in the
     event of the termination of the Appointment, they shall not for a period of
     12 months,  from the date of such termination except with the prior written
     consent of the Company which shall not be unreasonably withheld:-

     10.1.1    entice or solicit,  or endeavour to entice or solicit,  away from
               the Company  the custom or  business  of any  person,  company or
               other  undertaking  who or  which is or has  been a  customer  or
               client of the Company and with whom or which the Consultant or PS
               has dealt at any time during the 12 months  immediately  prior to
               the date of such  termination  in the  performance  of his duties
               under this Agreement;

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     10.1.2    have  business  dealing with or accept  business from any person,
               company  or  other  undertaking  who or  which  is or has  been a
               customer  or  client  of the  Company  and with whom or which the
               Consultant  or PS has  dealt at any  time  during  the 12  months
               immediately  prior  to  the  date  of  such  termination  in  the
               performance  of  his  duties  under  this,   provided  that  this
               restriction  shall not prohibit the  Consultant or PS from having
               business  dealings  with or  accepting  business  from  any  such
               person,  company or other  undertaking in respect of any business
               which is not in direct or indirect  competition with any business
               carried on by the Company as at the date of such  termination and
               in which the Consultant or PS was concerned to a material  extent
               during  the 12  months  immediately  prior  to the  date  of such
               termination;

     10.1.3    without the prior written consent of the Company,  be directly or
               indirectly  engaged,  interested  or  concerned  in any  business
               carried on, or about to be carried on, by any person,  company or
               other undertaking which is, or is likely to be,  competitive with
               any  business  carried  on by the  Company as at the date of such
               termination,  provided that this  restriction  shall not prohibit
               the Consultant or PS from being engaged,  interested or concerned
               in any such business,  company or other undertaking so far as his
               involvement  therein  or duties  in  connection  therewith  shall
               relate  exclusively  to work of a kind or nature  with  which the
               Consultant  or PS was not  concerned to a material  extent during
               the 12 months immediately prior to the date of such termination;

     10.1.4    directly or indirectly entice or solicit,  or endeavour to entice
               or solicit,  away from the  employment  of the Company any person
               who was a director or employee of the Company  immediately  prior
               to the date of such termination and who is and who was engaged in
               an area of business the same or substantially  similar to that in
               which the  Consultant or PS was engaged at any time during the 12
               months immediately prior to the date of such termination and with
               whom the Consultant or PS dealt or had contact in the performance
               of his duties under this Agreement; or

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     10.1.5    interfere,  or seek to  interfere,  with (a) the supply to the of
               any goods or services by any supplier  who,  during the 12 months
               immediately  prior to the date of such  termination,  shall  have
               supplied  goods or  services  to the  Company or (b) the terms on
               which such supply was made during such period of 12 months.



     The  restrictions set out in this sub-Clause 10.1 shall apply to any action
     taken by the Consultant or PS in any capacity (whether as principal, agent,
     representative,  partner, director, employee, joint venturer, consultant or
     otherwise).

10.2 On the  termination  of the  Appointment  (howsoever  caused),  neither the
     Consultant nor PS shall at any time thereafter,  represent themselves still
     to be connected with the Company,  except with the prior consent, or at the
     request,  of the Board or to the extent that he shall be so  connected as a
     result of being a shareholder of the Company.

10.3 The  Consultant and PS  acknowledge  and agree that each of  sub-paragraphs
     (i)-(v) (inclusive) of sub-Clause 10.1 constitutes an entirely separate and
     independent   restriction  on  him  and  that  the  duration,   extent  and
     application of each of such  restrictions  are no greater than is necessary
     for the protection of the legitimate  interests of the Company for which he
     is required to perform duties.

10.4 While the restrictions  set out in  sub-paragraphs  (i)-(v)  (inclusive) of
     sub-Clause  10.1 are  considered by the parties  hereto to be reasonable in
     all the  circumstances,  it is  acknowledged  that  restrictions  of such a
     nature may fail or become  invalid  for  technical  reasons  unforeseen  or
     because of changing  circumstances  and,  accordingly,  the parties  hereto
     agree  that if any of such  restrictions  shall be  adjudged  to be void or
     ineffective as going beyond what is reasonable in all the circumstances for
     the  protection of the interests of the Company or for any other reason but
     would be valid and  effective  if part of the  wording  thereof was deleted
     and/or any  period or area  referred  to therein  reduced in time or scope,
     such  restrictions  shall apply with such deletions or modifications as may
     be necessary to make them valid and effective.

11   Enhancement and Equity Participation

     It is the  intention  of the  Company to  establish  a scheme  whereby  the
     Consultant  shall be able to  participate  in the equity of the Company and
     whereby the Consultant  shall be entitled to performance  related  enhanced
     payments set by the Company and notified to the Consultant in due course

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12.  General

12.1 With effect from the Commencement Date all other agreements or arrangements
     whether  written or oral express or implied  between the Consultant and the
     Company relating to the services provided by the Consultant and PS shall be
     deemed to have been superseded

12.2 The expiration or termination of this Agreement  howsoever  arising whether
     or not in  accordance  with its terms by either party shall not affect such
     of the  provisions  hereof as are expressed to operate or have effect after
     the  termination  of this  Agreement and shall be without  prejudice to any
     right of action already accrued to either party in respect of any breach of
     this Agreement by the other party

     12.3.1    All communications between the parties with respect to any of the
               provisions  of  this  Agreement  shall  be  handed  to the  party
               concerned delivered to the addresses set out in this Agreement or
               sent by  pre-paid  first class post to the  addresses  set out in
               this  Agreement  or to such  other  addresses  as may  have  been
               notified in writing by the parties

     12.3.2    Communications  which are by  pre-paid  first  class post sent by
               pre-paid  first  class  post shall in the  absence of  industrial
               action by Post Office  employees be deemed to have been  received
               by the  addressee  two business days after the day of posting and
               in the event of such  industrial  action  shall be deemed to have
               been  received  two  business  days  after  resumption  of normal
               working

     12.3.3    In proving  service by post it shall only be  necessary  to prove
               that the  communication  was  contained in an envelope  which was
               duly  addressed  stamped first class and posted and that the post
               was operating normally during that time

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12.4 No  failure  by the  Company to  exercise  nor any delay by the  Company in
     exercising any right power or remedy hereunder shall operate as a waiver of
     that or any other right power or remedy of the Company nor shall any single
     or partial  exercise  of any right  power or remedy  preclude  any other or
     further exercise of that or any other right power or remedy.

12.5 Neither  this  Agreement  nor  any  of  the  benefits  hereunder  shall  be
     assignable by the Consultant

12.6 The  construction  and validity and  performance of this Agreement shall be
     governed by the laws of England

12.7 The parties  irrevocably  agree to submit to the exclusive  jurisdiction of
     the Courts of England


AS WITNESS the hand of the duly authorised  representative of the Company and IN
WITNESS the  Consultant  executes  this  Agreement as a deed on the date of this
Agreement

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EXECUTED AS A DEED by the                            )
------------------
Company acting by:-                                  )

                                                     Director
                                                     Director/Secretary


EXECUTED AS A DEED by                                )
------------------
[    ] LIMITED acting by:-                           )

                                                     Director
                                                     Director/Secretary



EXECUTED AS A DEED by                                )
------------------
Peter Short  in the presence of:-                    )

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              Initial Roles and Responsibilities - to April 30 2002
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o    Project co-ordination with suppliers and key personnel

o    Participate in developing business plan

o    Participate in defining overall corporate structure

o    Hand over financial plan to FS2 Finance Director

o    Take up role of Sales and Marketing Director

o    Establish  vendor and agent  agreement  structures  and develop  vendor and
     agent contract templates

o    Develop  overall Sales and Marketing Plan to include a 60 month vision,  18
     month rolling plan with sales targets and a detailed 6 month plan.

o    Develop ongoing roll out plan

o    Agree the Proof of Concept presentation
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                      Remainder Q2, Q3 - Q4 2002, Q1 2003
--------------------------------------------------------------------------------
o    Sales and Marketing Director

o    Execution  of  overall  Sales and  Marketing  plan and  ongoing  validation
     against the business plan

o    Manage the overall sales and marketing  activities and deliver customers to
     agreed sales targets

o    Product directors CAR, RAIL and TOURISMlink as direct reports

o    Develop vendor marketing plan

o    Develop agent marketing plan

o    Attend meetings and events as requested by BSP TRAVELlink management team.
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