Exhibit 10.3

*Portions of this marked  Exhibit  have been  omitted  pursuant to a request for
confidential treatment and filed separately with the Commission.


                               OPERATING AGREEMENT






                                     BETWEEN






                                   FS2 LIMITED




                                       AND





                     INTERNATIONAL AIR TRANSPORT ASSOCIATION


<PAGE>


Index

1.       Parties 2. Recitals
3.       Interpretation
4.       Confidentiality of Information
5.       Exclusive Appointment
6.       Duties and Obligations of FS2
7.       Duties and Obligations of IATA
8.       Data
9.       FS2 Intellectual Property Rights
10.      IATA Intellectual Property Rights
11.      Remuneration, Invoicing and Tax
12.      Annual Review
13.      Variation to Services
14.      Audit
15.      Defective Failure to Perform Services/Lost Data
16.      Indemnification
17.      Exclusion of Liability and Liability
18.      Force Majeure
19.      Term and Termination
20.      Amendments
21.      Waivers
22.      Entire Agreement and Language
23.      Severability
24.      Authorisation and Permits and Relations between Parties
25.      Cumulative Rights
26.      Assignment
27.      Governing Law and Dispute Resolution
28.      Communications

                                                                               2
<PAGE>

OPERATING AGREEMENT


1.   PARTIES

     The Parties to this Agreement are:

     1.1  FS2  Limited,  a  company  organised  and  existing  under the laws of
          England and Wales,  registered  in England with number  4102584  whose
          registered office is at Carlton Tower, 34 St Pauls Street,  Leeds, LS1
          2QB United Kingdom ("FS2"); and

     1.2  INTERNATIONAL AIR TRANSPORT  ASSOCIATION,  incorporated by Special Act
          of Parliament in Canada, having its head office at 800 Place Victoria,
          PO Box 113,  Montreal,  Quebec, H4Z 1M1 Canada, and a business address
          at Route de l'Aeroport  33, P.O. Box 416,  CH-1215  Geneva 15 Airport,
          Switzerland ("IATA").


2.   RECITALS

     2.1  FS2 is a limited  liability  company duly  incorporated in England and
          Wales,  which has been set up to develop and market a range of on-line
          travel information,  booking,  and settlement services  ("Service") to
          customers in the travel and tourism industry.

     2.2  IATA is an international  association which acts as a neutral services
          provider,   intermediary  and  facilitator  for  transactions  between
          various  entities in the air transport,  travel and tourism  industry,
          including  travel agents  accredited to it, its member  airlines,  non
          member airlines and other persons active in the air transport,  travel
          and tourism industry.

     2.3  The Parties wish to  collaborate in order to enable FS2 to develop and
          market the  Service  for the travel and  tourism  industry,  for which
          purposes:  (a) IATA will  provide  access to, and FS2 will utilise [*]
          Billing  &  Settlement   Plans  ("BSPs")  [*];  (b)  customers  and/or
          prospective  customers of the Service will be offered the IATA BSPLink
          [*];  (c) [*] and; (d) IATA will license FS2 to use the IATA brand and
          logo in marketing  the Service,  subject to the approvals and controls
          defined in this Agreement.


     2.4  IATA will be compensated (a) through transaction fees for the services
          it provides;  (b) through  royalties,  for the use of the IATA brand &
          logo as well as in  recognition  of the  value  of its  investment  in
          software and other facilities; [*].

3.   INTERPRETATION

     3.1  In this Agreement,  the following definitions will have effect and any
          industry  terms not defined will have the meaning given to them in the
          IATA  Resolutions,  attachments  and any manual  issued  consequential
          thereto  but  prior to the  date  hereof  as the same may be  amended,
          withdrawn, revoked and/or replaced from time to time, and in the event
          of any inconsistency the definitions  contained in this Agreement will
          prevail.

          "Agents"  means any  travel  agent  accredited  by IATA or such  other
          non-IATA  travel  agents  or other  intermediaries  who are  using BSP
          and/or signed up as FS2 customers.

                                                                               3
<PAGE>

          "Agreement"  means this  Agreement  together  with the  Schedules  and
          Recitals as incorporated  herein.  In case of any discrepancy  between
          the Schedules and the Agreement,  the provisions of the Agreement will
          prevail.

          "Airlines"  means all those airlines who are members of IATA from time
          to time and any non IATA  member  airline  which may  receive  certain
          services from IATA from time to time;

          "B2B means an e-commerce  based business to business model whereby the
          Service is not directly available to retail customers (B2C)

          "B2C" means an e-commerce based business to consumer model whereby the
          Service is accessible by those retail customers that will directly use
          the travel and tourism products offered through the Service.

          "BSP"  means the IATA  Billing  and  Settlement  Plan  provided to BSP
          Airlines and BSP  Participants in accordance with IATA Resolutions and
          any agreements entered into by IATA with BSP Participants.

          "BSP Participant" means those Airlines and other travel suppliers that
          use the BSP.

          "Business  Day"  means any day other  than  Saturday  and  Sunday or a
          public holiday in England.

          "BSPlink" means the IATA owned  web-based  platform and interface that
          is  available  for  access by  Airlines  and  Agents to a range of BSP
          services.  "Confidential  Information"  means, any and all information
          disclosed  by either of the  Parties  (and so that for the  purpose of
          this definition a reference to either of the Parties shall include any
          of its customers and/or suppliers) and includes, without limitation,

          (i)  any and all information relating to either of the Parties, or any
               subscriber  to any ISS anywhere in the world,  which is disclosed
               or  received  by either of the  Parties  during  the Term of this
               Agreement;

          (ii) any  and all  versions  of IATA  proprietary  computer  software,
               hardware, firmware and documentation;

          (iii)any and all  versions  of FS2's  proprietary  computer  software,
               hardware, firmware and documentation;

          (iv) proprietary  software,   hardware,  firmware,  and  documentation
               developed,  produced or distributed by IATA,  subject to relevant
               licences, but owned by third parties;

          (v)  proprietary  software,   hardware,   firmware  and  documentation
               developed,  produced or distributed  by FS2,  subject to relevant
               licences, but owned by third parties;

          (vi) business methods and practices of either of the Parties;

          (vii)compilation  of  data or  information  concerning  either  of the
               Parties or its business;

          (viii) compilations of otherwise public  information such as the names
               of any IATA customer  and/or any IATA supplier  subscribers,  and
               clients thereof in a form not publicly known;

          (ix) the nature of IATA,  any IATA  customer  relationships  with IATA
               and/or any IATA supplier;


          (x)  FS2's  operating  system  and  methodology  and any  improvements
               enhancements modifications or developments thereof whether or not
               pursuant to this Agreement.

          Confidential Information does not include information which:

                                                                               4
<PAGE>


          (i)  is  publicly  known at the time of  disclosure  by  either of the
               Parties to the other;

          (ii) after disclosure by either of the Parties, becomes publicly known
               otherwise than through a breach of this Agreement;

          (iii)the Parties can show was known to it prior to its  disclosure  by
               the disclosing party;

          (iv) either of the Parties can show was developed  independently after
               its disclosure by the disclosing party;

          (v)  either  of the  Parties  can show was made  available  to it by a
               third  party who had a right to do so and who has not  imposed on
               that Party any obligation of confidentiality or restricted use in
               respect thereof;

          "Commencement Date" means 1st May 2002.

          "Domestic-only  Non-IATA  Agents" means a domestic only non-IATA agent
          approved by ISS management to participate in BSP(s).

          "FS2 Systems" means those systems  developed for and operated by or on
          behalf of FS2.

          "FS2 Suppliers" means those systems and technology suppliers with whom
          FS2  intends  to  conclude  operating   agreements,   namely  Webb&Flo
          Incorporated, Videcom International Limited and Thermeon Corporation.

          "FS2  Revenues"  means the amounts  invoiced to FS2 Travel Vendors for
          transactional  processing in accordance with the Services  Agreements,
          such sum to be net of credit notes and sales taxes (VAT) and accounted
          for by FS2 in its  monthly  management  accounts  in  accordance  with
          accepted  international  accounting  standards and subject to audit by
          the external  auditors of FS2 for the purpose of its annual report and
          accounts.

          "FS2 Travel  Vendor"  means those  travel and  tourism  suppliers  and
          service  operators  that have or will in the future  contract  for the
          Service.

          "General  Sales  Agent"  means a general  sales agent  nominated by an
          Airline for BSP participation.

          "IATA Customers" means any Airlines, Agents, General Sales Agents, Non
          IATA  Sales  Intermediaries,  Non IATA  Domestic  Sales  Agents,  IATA
          suppliers and ISS Participants.

          "IATA Supplier"  means any person which provides  services to ISS, the
          IATA Currency Clearing Services, the IATA Clearing House.

          "IATA Systems" means the proprietary software utilised by IATA for the
          purposes of the ISS and the IATA BSPlink and Treasurylink services.

          "ISS Data" means any and all data that IATA  processes  or uses in the
          IATA Settlement Systems on behalf of IATA Customers

          "ISS" means the IATA  industry  settlement  systems (BSP and ITSS) and
          services  owned,  operated,  administered  and  developed by IATA,  as
          applicable to the sale of passenger  air transport  services and other
          travel and tourism related services.

          "ISS  Participants"  means all persons or  entities  active in the air
          travel  and  transport  industry  who  may  be  in  contract  with  or
          associated   with  IATA  from  time  to  time,  and  including   those
          non-Airline  and Agent  customers that are using BSP or ITSS as at the
          Commencement Date.

                                                                               5
<PAGE>

          "Implementation  Plan" means the implementation plan developed jointly
          between  FS2,  IATA and the FS2  Suppliers  to be  agreed  in  writing
          between the Parties,  regularly  monitored and updated,  detailing all
          actions and matters  necessary to be addressed by both Parties for the
          purposes  of  implementing  the  development,   marketing,   sale  and
          operation of the Service.

          "Insurances"  means  crime  insurance   (including   Internet  crime),
          directors' and officers'  liability  insurance,  e-commerce  insurance
          (including against viruses),  employers' liability  insurance,  errors
          and omissions  insurance,  general liability insurance (including with
          respect to copyright),  negligence  insurance,  and product  liability
          insurance.

          "Intellectual  Property  Rights" means patents,  trade marks,  service
          marks, domain names,  designs,  applications for any of the foregoing,
          copyright,   design  rights,   know-how,   confidential   information,
          methodologies,  processes,  trade  and  business  names  and any other
          similar protected rights in any country.

          "ITSS"  means the  electronic  bill  presentment  and payment  service
          provided  by IATA  for the  settlement  of  travel  related  financial
          transactions between travel agents and travel suppliers.

          "Non-IATA Sales  Intermediaries"  means non-IATA sales  intermediaries
          which may  participate  in BSP(s) based on the  eligibility to receive
          STDs in accordance with IATA Resolutions.

          "  Operational  Date"  means the date upon  which  FS2  commences  the
          handling of live Operational Transactions.

          "Operational Transaction" means the financial transaction generated by
          FS2 for each  Travel  Sector  booking  that is  passed  to the ISS for
          collection from an Agent and for subsequent payment to one or more FS2
          Travel Vendors.

          "Other  Services"  means the  development of services other than those
          included within this Agreement.

          "Pricing  Schedule"  means  the  remuneration  payable  by FS2 to IATA
          detailed in Schedule 1.

          "Services" means the range of on-line travel information,  booking and
          settlement  services that are developed,  marketed and provided by FS2
          to customers in the travel and tourism industry for which FS2 has been
          set up to develop and market.

          "Services  Agreements" means the agreement to be concluded between FS2
          and its  customers  which will be developed by FS2 and will be subject
          to  approval  by IATA prior to being  offered to any  customer,  which
          approval shall not be unreasonably withheld.

          "Term" has the meaning given in clause 19.1.

          "Third  Parties"  means  any  other  person  participating  in  a  BSP
          including without limitation railways, shipping organisations,  rental
          car organisations and insurance companies.

          "Travel  Sector" means a non-air travel and tourism product or service
          that may be booked as stand alone or as part of a booking encompassing
          several such different products or services.

          "Treasurylink"  means the IATA web-based  treasury  management  system
          that includes the IATA Currency Clearance Service.

                                                                               6
<PAGE>


     3.2  Unless the context or express  provision of this  Agreement  otherwise
          requires:

               (i)  words  importing  the  singular  will include the plural and
                    vice versa;

               (ii) all references to Clauses, articles,  sections and schedules
                    are  references  to Clauses,  articles  and  sections of and
                    schedules to this Agreement;

               (iii)all  references to this  Agreement or any other  document(s)
                    include    all    amendments,    assignments,    variations,
                    replacements  and  novations  hereof  and  all  supplements,
                    schedules and exhibits hereto;

               (iv) "hereunder", "herein", "hereto" and similar expressions will
                    mean  "under",  "in" or "to" this  Agreement and will not be
                    restricted  to the Clause,  article or section in which they
                    appear

               (v)  any gender  shall  include the other  genders;

               (vi) natural persons shall include legal persons and vice versa;

               (vii)reference  to an  enactment  is to that  enactment as at the
                    date of signing  hereof and as  amended or  re-enacted  from
                    time to time;

               (viii)  the  headings  of  clauses  in  this  agreement  are  for
                    reference  purposes only and shall not be taken into account
                    in construing the contents hereof;

               (ix) when any number of days is prescribed in this Agreement, the
                    same  shall  be  reckoned   inclusively  of  the  first  and
                    inclusively of the last unless the last falls on a day other
                    than a  Business  Day,  in which  case the last  will be the
                    immediately following Business Day.


4.   CONFIDENTIALITY OF INFORMATION

     4.1  Each of the Parties agrees to hold the Confidential Information of the
          other in the strictest confidence and not to disclose the Confidential
          Information to any person whatsoever except as is necessary to perform
          each of their respective  obligations under this Agreement or to their
          respective  professional advisers and subject always to obligations of
          confidentiality or as authorised in writing by the disclosing party or
          as required by applicable law.

     4.2  FS2 will establish all necessary technical and administrative measures
          to  ensure   compliance  with  its   obligations  of   confidentiality
          hereunder.

     4.3  FS2 and any person  employed or engaged by FS2 in connection with this
          Agreement,  including any  Subcontractors of FS2 (including any person
          employed or engaged by any such person and/or  Subcontractor) will use
          such Confidential  Information only as expressly authorised under this
          Agreement.

     4.4  FS2 will not,  and will ensure that any person  employed or engaged by
          FS2 in connection with this Agreement, including any Subcontractors of
          FS2  (including  any person  employed  or  engaged by any such  person
          and/or Subcontractor) will not, disclose any Confidential  Information
          to any third party except as is  necessary to perform the  obligations
          of FS2 under this Agreement.

     4.5  In addition to any  indemnity or liability to IATA,  any IATA customer
          and/or any IATA  supplier  as  provided  for in other  Clauses of this
          Agreement and  notwithstanding  any limitations of liability as may be
          provided  thereby FS2 will indemnify  IATA, any IATA Customers  and/or
          IATA  Supplier for all loss and/or  damage  including  any indirect or
          consequential  loss and liability which IATA, any IATA customer and/or
          any  IATA  supplier  may  suffer  by  reason  of FS2's  disclosure  of
          Confidential Information other than in accordance with this Agreement.

     4.6  In addition to any  indemnity  or  liability to FS2 as provided for in
          other Clauses of this Agreement and notwithstanding any limitations of
          liability as may be provided  thereby IATA will  indemnify FS2 for all
          loss and/or  damage  including any indirect or  consequential  loss or
          liability,  which FS2 may suffer by reason of the  disclosure by IATA,
          any IATA  customer  and/or IATA supplier of  Confidential  Information
          other than in accordance with this Agreement.

                                                                               7
<PAGE>

     4.7  The  foregoing  obligations  as to  confidentiality  will  survive any
          termination of this Agreement.


5.   APPOINTMENT OF IATA TO PROVIDE SETTLEMENT SERVICES

     5.1  IATA shall make available the IATA Systems to FS2 as described in this
          Agreement for the purposes of operating the Service.

     5.2  FS2  shall  use the IATA  Systems  in  accordance  with the  terms and
          conditions  of  this  Agreement,   exclusively  for  the  development,
          marketing and sale of the Service to customers of FS2.

     5.3  FS2 will utilise  exclusively the ISS, including BSPs and ITSS for the
          settlement system component of the Service.

     5.4  For the purposes of the collaboration  between the Parties pursuant to
          this  Agreement,  each of the  Parties  shall  appoint  and  shall  be
          entitled to replace from time to time two  representatives,  who shall
          meet together at such intervals and on such a basis as they may agree.
          The initial representatives of each of the Parties shall be:

          5.4.1for IATA Graeme Pearce and Tom Murphy.

          5.4.2 for FS2, Bill Guerin and David Bolton.


6.   DUTIES AND OBLIGATIONS OF FS2

     Development of the Service and its operation

     6.1  FS2 will develop and  implement  with all  reasonable  skills,  speed,
          accuracy and due diligence, the software, systems,  infrastructure and
          interfaces to the ISS in order to provide the Service to its customers
          with  effect  from the  Operational  Date in  accordance  with the FS2
          Services Agreements.

     6.2  Within 60 days of signing this  agreement  FS2 will provide to IATA in
          an  acceptable  form a plan (the  "Implementation  Plan")  which  will
          document all the  activities and tasks that each of FS2, FS2 Suppliers
          and IATA are  required to  undertake,  together  with  timescales  for
          completion,  in order to develop, test and implement the Service. IATA
          shall use reasonable  endeavours to co-operate  with FS2 in developing
          the  Implementation  Plan,  and shall  have the right to  approve  the
          Implementation Plan and/or request any reasonable  modification to the
          Implementation  Plan  necessary  for its  approval  by IATA.  Once the
          Implementation  Plan has been  developed  and agreed and  approved  by
          IATA,  FS2 will  monitor the plan on a regular  basis and  immediately
          notify  IATA of any  circumstances  which may give rise to delays,  or
          changes to the plan.

     Personnel and Facilities

     6.3  FS2 shall ensure that the Implementation Plan, and the Service will be
          performed  and supplied by  appropriately  experienced,  qualified and
          trained personnel.

     6.4  FS2 will take all necessary  steps for selecting  suitable  suppliers,
          personnel,  facilities,  equipment,   telecommunication  networks  and
          hardware and software for the delivery and  performance of the Service
          in  accordance  with the Services  Agreements  provided that IATA will
          provide  access to the ISS for the purposes of collecting  monies from
          Agents  for  transactions  processed  by the  Service  and for  making
          payments to FS2 Travel Vendors.

     Service Testing

                                                                               8
<PAGE>

     6.5. For the purposes of the  implementation  of the Service,  and prior to
          putting  it into  operation,  FS2 will  carry out  necessary  tests to
          demonstrate to IATA that the FS2 Systems  interface into each BSP, and
          the ITSS without  causing  problems or difficulties in relation to the
          operation of any BSP(s) or ITSS. All technical  requirements necessary
          in order to achieve that interface will be communicated by IATA to FS2
          in a timely fashion.  The parties agree to co-operate with one another
          for the purpose of  carrying  out the tests and any  necessary  repeat
          tests. FS2 will comply with any technical specifications necessary for
          that  interface  as required by either the  BSP(s),  or the ITSS.  The
          parties will agree on the  procedures for carrying out all such tests,
          and for resolving any problems as a part of the Implementation Plan.

     Service Operation

     6.6  FS2 agrees that it will use its best endeavours to ensure that each of
          the FS2 Suppliers  co-operates  with IATA and provides all assistance,
          including  the  provision of data,  that IATA may  reasonably  require
          (other than any  Confidential  Information  of FS2), to any other IATA
          supplier,  including without limitation, for the purposes of the pilot
          testing, live implementation and ongoing operation of the Service.

     6.7  IATA  shall  have  right of veto over any  proposed  expansion  of the
          Service from a B2B business model to a B2C business model.

     FS2 Board of Directors and Officers

     6.8  Without limiting any other right or remedy under this Agreement,  IATA
          shall  have the right to  terminate  this  Agreement,  with  immediate
          effect by giving  written  notice to FS2, if (a) Graeme  Pearce or any
          other person whose name is notified to FS2 in writing by IATA in place
          of him ("the IATA  nominee")  is not  appointed  as a director  of FS2
          within 21 days of the date of this Agreement;  or (b) the IATA nominee
          is removed from office  pursuant to section 303 of the  Companies  Act
          1985;  or (c) the IATA nominee  ceases to be a director of FS2 for any
          other reason, and a person whose name is notified to FS2 in writing by
          IATA in place of him/her is not  appointed as a director of FS2 within
          21 days of the notification; or (d) FS2 commits a breach of the Option
          Agreement  unless  following  written  notice  FS2 fails to remedy the
          breach within 45 days. IATA will in addition  initially  designate the
          individual who shall serve as CEO of FS2.

     Option Agreement

     6.9  It is the intention of the parties  that,  within the period of ninety
          (90) days from the date of this  Agreement,  FS2 shall  enter  into an
          agreement  with IATA in a form to be agreed  between them (the "Option
          Agreement")   under  which  IATA  shall  have  an  option  to  acquire
          thirty-five  percent (35%) of the initial  authorised share capital of
          FS2 at a nominal  strike price.  IATA shall have the right to exercise
          this option at any time,  but for the purposes of the IATA License Fee
          Income  calculation  it shall be assumed that IATA will have exercised
          that option on or before 1 January 2004.  The parties shall  negotiate
          in good faith and use their best endeavours to agree upon the terms of
          the Option Agreement,  on a basis consistent with this clause,  within
          such period of ninety (90) days,  and upon such terms being agreed the
          parties  shall  forthwith  enter  into the  Option  Agreement,  but if
          notwithstanding  such  endeavours  they are  unable to agree upon such
          terms  within such  period,  IATA shall be  entitled  to give  written
          notice to FS2 whereupon this Agreement  shall become null and void and
          neither party shall have any further liability to the other.

     Warranty as to Services Agreement.

     6.10 FS2 warrants  that the Service will in all respects  meet the Services
          Agreements.

     Sub-contracting

                                                                               9
<PAGE>


     6.11 FS2  will  not  sub-contract  the  performance  of all or  part of its
          obligations  hereunder to any other person  without the prior  written
          consent of IATA not to be unreasonably withheld or delayed.

     6.12 FS2  will  not be  relieved  of any of its  obligations  hereunder  by
          entering into any  sub-contract  for the performance of all or part of
          its  obligations  hereunder  and  will  remain  fully  liable  to  and
          indemnify IATA for all acts and/or omissions of its Sub-contractors.

     Ability to perform

     6.13 FS2 is not  aware  as at the  date of this  Agreement  of any  matters
          within its reasonable  control which will adversely affect its ability
          to perform its contractual obligations under this Agreement.

     Disaster Recovery Plan

     6.14 FS2 will  develop  and submit a Disaster  Recovery  Plan to IATA by 31
          December  2002 for its  approval.  The Parties  will seek to agree the
          Disaster Recovery Plan on or before 1st February 2003
     6.15 , and in any event shall do so prior to the time that the operation of
          the Service commences.

     Systems Integrity

     6.16 FS2 will put in place  appropriate  systems  security  and  firewalls,
          including  levels  of  encryption,  to  ensure  the  integrity  of FS2
          Systems,  and IATA shall be  permitted  to validate  the  adequacy and
          appropriateness of such systems.


7.   DUTIES AND OBLIGATIONS OF IATA


     7.1  IATA will:

          7.1.1use  reasonable  endeavours to co-operate  with FS2 in developing
               the Implementation Plan, as described in 6.2 above.

          7.1.2actively   endorse  and  promote  the  Service   within  IATA  in
               particular as well as at regional and local ISS levels.

          7.1.3actively  recommend  the  Service to travel  agents [*].

          7.1.4 [*].

          7.1.5 [*].

          7.1.6communicate  to  FS2  on a  regular  basis  full  details  of any
               Conferences  or  meetings  that IATA is involved in such that FS2
               and/or IATA may market and sell the Service.

     7.2  IATA will accept  transactions from FS2 in file formats to be mutually
          agreed.

     7.3  [*].

     7.4  [*].

     7.5  [*].

     7.6  [*].

8.   DATA

                                                                              10
<PAGE>

     8.1  IATA for and on behalf of the IATA Customers and IATA Suppliers  shall
          be  exclusively  entitled to control and manage the ISS Data  received
          from any IATA  Customers  and/or any IATA Supplier in whatever  format
          that the same is inputted  by,  received  and/or  outputted by the ISS
          whether by IATA or on behalf of IATA.

     8.2  FS2 will  not  utilise  any ISS  Data,  in any  manner  except  in the
          operation  of the  Service  and will not  supply ISS Data to any other
          person  whatsoever,  except to satisfy the terms and conditions of the
          Service Agreements.


9.   FS2 INTELLECTUAL PROPERTY RIGHTS

     9.1  IATA agrees that FS2 is the owner of the Intellectual  Property Rights
          in the Service as the same may be amended, modified,  developed and/or
          enhanced  from time to time  whether  pursuant  to this  Agreement  or
          otherwise.

     9.2  FS2  will  indemnify   IATA  and  keep  IATA  fully  and   effectively
          indemnified  against  all  claims,  demands,  costs  (including  legal
          costs), expenses and liabilities of whatsoever nature arising from any
          claims,  alleged or actual, made by any person against IATA, including
          without  limitation any IATA Customers and/or any IATA Supplier,  that
          the  Service  infringes  the  Intellectual  Property  Rights  of third
          parties.  The limitations on liability set out in this Agreement shall
          not apply to the provisions of this clause.

     9.3  IATA will give to FS2 prompt notice in writing of any claim being made
          or action  threatened or brought  against IATA in connection  with the
          Intellectual Property Rights in the Service and IATA will grant FS2 at
          FS2's expense the exclusive right to conduct any litigation  which may
          ensue and all negotiations  for a settlement of any claim,  giving FS2
          all  reasonable  assistance at FS2's  expense,  and IATA agrees not to
          make  any  admission  or to take  any  other  action  which  might  be
          prejudicial thereto without the express written consent of FS2.

     9.4  The  conduct by FS2 of any such  litigation  or  negotiations  will be
          conditional upon FS2 taking over such conduct within a reasonable time
          after being notified of the claim in question.


     9.5. FS2 hereby  grants to IATA for the purposes of the  marketing and sale
          of  the  Service  a  license  fee  free,  world  wide,  non-exclusive,
          non-transferable license without rights to sub-licence,  in respect of
          the FS2 logo and any domain names  registered  by FS2 for the purposes
          of the Service.


10.  IATA INTELLECTUAL PROPERTY RIGHTS

     10.1 FS2 agrees that IATA and/or IATA  Suppliers  are and shall  remain the
          exclusive owner of the Intellectual Property Rights in the ISS and the
          IATA Systems as the same may be amended,  modified,  developed  and/or
          enhanced  from time to time  whether  pursuant  to this  Agreement  or
          otherwise.

     10.2 IATA will indemnify FS2 and keep FS2 fully and effectively indemnified
          against all claims,  demands, costs (including legal costs),  expenses
          and liabilities of whatsoever nature arising from any claims,  alleged
          or  actual,   made  by  any  person  against  FS2,  including  without
          limitation any IATA Customer and/or any IATA Supplier, that use of the
          ISS in  accordance  with this  Agreement  infringes  the  Intellectual
          Property Rights of third parties. The limitations on liability set out
          in this Agreement shall not apply to the provisions of this clause.

     10.3 FS2 will give to IATA prompt notice in writing of any claim being made
          or action  threatened or brought  against FS2 in  connection  with the
          Intellectual  Property  Rights in the ISS and FS2 will  grant  IATA at
          IATA's expense the exclusive right to conduct any litigation which may
          ensue and all negotiations for a settlement of any claim,  giving IATA
          all  reasonable  assistance at IATA's  expense,  and FS2 agrees not to
          make  any  admission  or to take  any  other  action  which  might  be
          prejudicial  thereto  without the express written consent of IATA, and
          to take all steps reasonably requested by IATA to mitigate any loss or
          liability which gives rise to a claim for indemnification hereunder.

                                                                              11
<PAGE>

     10.4.FS2 agrees that nothing in this  Agreement will result in the transfer
          or assignment of IATA's pre-existing Intellectual Property Rights.

     10.5 IATA  hereby  grants to FS2  during the Term for the  purposes  of the
          development  and  marketing  of the  Services  a license  fee  paying,
          world-wide,   [*],  non-transferable   licence,  without  rights  to
          sub-license,  to use and  modify  the IATA  Systems  on the  following
          conditions:

          (a)  FS2 shall only be entitled to use the IATA  Systems to the extent
               necessary in order to develop and provide the Service;

          (b)  FS2 shall not publish, sell, rent, lease, sub-license,  part with
               possession of or otherwise  transfer any part of the IATA Systems
               or use the  same  for  any  other  purpose  except  as  expressly
               provided for herein;

          (c)  FS2 shall not remove or alter any trade mark, logo,  copyright or
               other proprietary notices,  legends, symbols or security features
               in the IATA Systems;

          (d)  FS2  shall  comply  with  all  applicable  laws  and  regulations
               concerning the use of the IATA Systems;

          (e)  FS2 shall take all necessary  technical and administrative  steps
               to ensure the security and integrity of the IATA Systems.


     10.6 IATA  hereby  grants to FS2  during the Term for the  purposes  of the
          marketing  of the  Service a license  fee  paying,  world  wide,  [*],
          non-transferable  license  without rights to  sub-licence,  to use the
          IATA logo,  as produced  herein  ("the  Logo"),  and any domain  names
          registered  by IATA for the purposes of the Service , on the following
          conditions:


          (a)  all uses of the Logo must strictly conform to the  specifications
               adopted by IATA in terms of form, design, colour, spacing, etc;

          (b)  no IATA trade mark or logo other than the Logo may be used;

          (c)  first prints of any  proposed use of the Logo on any  promotional
               material  and products  whatsoever  must be submitted to IATA for
               approval,  such approval to be either given or withheld at IATA's
               complete  and  unfettered  discretion,   prior  to  the  use  and
               distribution of such items;

          (d)  FS2  will not use the Logo as part of a  corporate,  business  or
               trading name, except as contemplated by this Agreement,  and will
               not register the Logo or any other  trademark which is, in IATA's
               opinion,   identical  or  confusingly  similar  to  the  Logo  or
               otherwise suggests any association with IATA;

          (e)  FS2 will not wilfully or unwilfully do anything  which may impair
               or damage the goodwill or reputation associated with the Logo, or
               which may adversely affect the value or validity of the Logo; and

          (f)  all intellectual property rights in the Logo will remain the sole
               property of IATA.

     10.7 Upon  termination of this Agreement,  the licence granted to FS2 under
          this   Agreement   shall   automatically   terminate   and  FS2  shall
          immediately:

          (a)  cease to use the Logo or any  domain  name of IATA in any  manner
               whatsoever;

          (b)  delete all links to any IATA web site from any web site of FS2;

                                       12
<PAGE>

          (c)  return to IATA any copies of the Logo in its  possession or under
               its control, and any material on which the Logo appears; and

          (d)  if requested by IATA,  confirm by letter  signed by a director of
               FS2 that it has complied with all of its  obligations  under this
               clause.


11.  REMUNERATION,INVOICING & TAX

     11.1 In consideration of the services provided by IATA under this Agreement
          and the licence  granted by IATA to FS2 under Clause  10.1,  FS2 shall
          pay to IATA the amounts  detailed in and invoiced in  accordance  with
          [*].

     11.2 In the event that either Party  terminates this Agreement for whatever
          reason,  the consideration  paid by FS2 to IATA prior to and up to and
          including  the  date of  termination  of this  Agreement,  will not be
          refunded by IATA to FS2.



12.  ANNUAL REVIEW

     12.1 IATA and FS2 will meet on an annual  basis,  within sixty days of each
          anniversary of the Commencement Date to review the Service. Additional
          meetings may be held at any time on the request of either party.  Such
          additional  meetings shall be held at a date and location to be agreed
          within 14 days of the  requesting  party  notifying the other party of
          the need for such meeting.


13.  VARIATION TO SERVICES

     13.1 Either  Party  may at any time  propose  a  variation  to the  Service
          ("Variation"), but no such variation may be made without the agreement
          in writing of the Parties.

     13.2 Any Variation  agreed in writing  between the Parties will be provided
          and  performed  by FS2  under  the  terms  of  this  Agreement  and in
          accordance with the  Implementation  Plan, which  Implementation  Plan
          will  be  deemed  incorporated  into  and  subject  to the  terms  and
          conditions of this Agreement.


14.  AUDIT

     14.1 FS2 will permit IATA or a third party of its choice (who is reasonably
          acceptable  to FS2) to carry out audits at FS2's  premises in relation
          to  the  Service,  including  without  limitation,  an  audit  of  all
          financial  records  relating to the Service  and proper  discharge  of
          FS2's other obligations under this Agreement.  IATA will give not less
          than forty-eight  (48) hours' written notice to FS2 before  commencing
          such audits. FS2 will give IATA all reasonable assistance to carry out
          this task but without  disrupting the business of FS2. FS2 will permit
          IATA to  perform  site  inspections  in order to  check  the  security
          systems.  IATA will  give not less than  twelve  (12)  hours'  written
          notice to FS2 before  commencing  such security  systems  inspections.
          IATA  agrees  that such  inspections  will be  limited to a maximum of
          three (3) per year.  Each Party will be responsible  for its own costs
          and  expenses in carrying  out such  audits and  inspections  unless a
          material  error on the  part of FS2 is  revealed  as a result  of such
          audit or inspection  (which will be deemed to include  underpayment by
          at least 5% in any [year])  whereupon FS2 shall be responsible for the
          costs of any such audit or inspection. For the avoidance of doubt IATA
          will pay any  auditor's  costs  should  IATA  appoint  such  person in
          accordance  with this clause 14 unless a material error on the part of
          FS2 is  revealed  as a  result  of such  audit or  inspection  by such
          person.

                                                                              13
<PAGE>

15.  DEFECTIVE FAILURE TO PERFORM SERVICES/LOST DATA

     15.1 If any files of IATA,  any FS2 customer  and/or any IATA  Supplier are
          lost, destroyed or impaired by FS2, the latter will attempt to recover
          a prior  version  from  the  files of  back-up  media,  which  will be
          maintained by FS2 at all times.  If, for any reason,  FS2 is unable to
          restore any such files,  FS2 will perform such  restoration  as can be
          reasonably performed using data sources furnished by IATA. Restoration
          of files  will be made at no  charge to IATA.  FS2 is  liable  (to the
          extent that it is responsible for the loss, destruction or impairment)
          for the cost of  re-constitution  of that data  and/or the  reasonable
          costs and expenses  properly  incurred by IATA in re-creating any such
          data.  Payment of costs by FS2 in accordance with this Clause will not
          prejudice  or affect  any other  right of action or remedy  which will
          have accrued or will thereafter accrue to IATA.

     15.2 If any files of IATA,  any FS2 customer  and/or any IATA  Supplier are
          lost, destroyed or impaired by IATA, any IATA Customer and/or any IATA
          Supplier, any restoration of files carried out by FS2 shall be made at
          IATA's expense.  IATA shall be liable (to the extent that it, any IATA
          Customer or any IATA Supplier is responsible for the loss, destruction
          or impairment) for the cost of re-constitution of that data and/or the
          reasonable costs and expenses  properly incurred by FS2 in re-creating
          any such data. Payment of costs by IATA in accordance with this clause
          will not prejudice or affect any other right of action or remedy which
          will have accrued or will thereafter accrue to FS2.


16.  INDEMNIFICATION

     16.1 In addition to any other  indemnities  provided by either  Party under
          this Agreement FS2 and IATA each will indemnify the other and hold the
          other  harmless  from and  against any and all  damages,  liabilities,
          costs  and  expenses  arising  directly  by  reason  of any  breach of
          contract,  tort (including negligence (whether by act or omission)) or
          breach of statutory duty on the part of the  indemnifying  Party,  its
          employees  or agents or any  claims by any person  arising  out of the
          performance or  non-performance  of this Agreement,  including without
          limitation  in the  case of FS2,  claims  made by any  IATA  Customers
          against IATA in relation to the performance or  non-performance by FS2
          of the Services  Agreements,  provided that that the  non-indemnifying
          Party gives the  indemnifying  Party  prompt  notice in writing of any
          matter in respect of which indemnification is sought hereunder and the
          non-indemnifying   Party   grants  the   indemnifying   Party  at  the
          indemnifying  Party's  expense  the  exclusive  right to  conduct  any
          litigation  which may ensue and all  negotiations  for a settlement of
          any claim,  giving the indemnified Party all reasonable  assistance at
          the indemnified Party's expense, and the non-indemnifying Party agrees
          not to make any  admission  or to take any other action which might be
          prejudicial  thereto  without  the  express  written  consent  of  the
          indemnifying Party.

     16.2 Notwithstanding  the  provisions of clause 16.1,  the Party seeking to
          enforce the indemnity shall take all reasonable  steps to mitigate any
          loss or liability  which gives rise to a claim for indemnity under the
          above  provisions.  For the avoidance of doubt the indemnity  provided
          for in this Clause 16 is not subject to the  limitation  of  liability
          provided for in Clause 17.2.


17.  EXCLUSION OF LIABILITY AND LIABILITY

     17.1 Other than as provided for in relation to Confidential Information and
          Intellectual Property Rights neither Party will be liable for any loss
          of profits and/or contracts or any indirect or  consequential  loss or
          damages suffered by the other howsoever arising.  For the avoidance of
          doubt  any loss of  interest  by IATA  Customers  relating  to the non
          receipt of settlement monies shall be deemed to constitute direct loss
          as  between  IATA and FS2 for the  purposes  of any  liability  and/or
          indemnity provision provided for in this Agreement.

     17.2 The  exclusion  provided  herein will not apply to any  liability  for
          death or personal injury arising from  negligence or liability  caused
          by the fraudulent misrepresentation of either of the Parties.

                                                                              14
<PAGE>

     17.3 IATA  will  have  no  liability  whatsoever  to any FS2  customers  in
          relation to the performance or  non-performance by FS2 of the Services
          Agreement  and  FS2  will  indemnify  IATA  in  relation  to any  such
          liability in accordance with Clause 16.1.

     17.4 In the event that FS2 has failed to furnish the Services in accordance
          with Clause 6 and the Services  Agreements  and where such failure has
          directly delayed or prevented the transmission of data and/or funds to
          one  or  more  BSP  Airlines  and/or  BSP  Participants,  and  without
          prejudice  to any other  rights or remedies  of IATA,  FS2 will pay to
          IATA an amount  equivalent  to the interest on the delayed  settlement
          amount for the BSP  Airline  and/or BSP  Participant  so  affected  as
          detailed  in the  sales  summary  for  that  BSP  Airline  and/or  BSP
          Participant for the duration of the delayed or prevented  transmission
          computed at the overdraft lending rate charged by the Clearing Bank of
          the  relevant BSP to  commercial  accounts of the BSP Airlines and BSP
          Participants so affected by the delay.

     17.5 FS2 and IATA  will only be liable  to each  other in  respect  of this
          Agreement to the extent expressly provided for herein.

     17.6 Before the first  Operational  Transaction  has been processed by FS2,
          FS2  undertakes  to ensure  that it will  have in place  all  relevant
          Insurances,  in terms previously  approved by IATA and in an amount of
          not less than one  million US  Dollars,  required  to cover  liability
          and/or  indemnities  provided  for  pursuant  to  the  terms  of  this
          Agreement or to cover usual risks  arising  from the  operation of the
          Service,  and shall ensure that all such Insurances will be maintained
          in force during the continuance of and for a minimum period of two (2)
          years  following  termination of this  Agreement for whatever  reason.
          IATA shall be named as an additional  assured on all such  Insurances.
          FS2 will make  available to IATA on IATA's  written  request copies of
          all Insurances  together with evidence of the payment of all premiums,
          and shall not change the terms of such Insurances without the approval
          of IATA.  The minimum  amount of insurance  coverage  required will be
          reviewed and new levels mutually agreed based upon current transaction
          volumes,  two years after the date the first  Operational  Transaction
          has been processed by FS2, and every two years  thereafter.  FS2 shall
          not do or omit to do anything  which (or the  omission of which) would
          vitiate any such Insurances.



18.  FORCE MAJEURE

     18.1 Neither  Party will be deemed to be in breach or liable for failure to
          perform any of its  obligations  under this Agreement as a result of a
          Force Majeure Event being an event beyond the reasonable  control of a
          Party  including  without  limitation  and to the  extent  beyond  the
          reasonable  control  of  a  Party,  acts  of  God,  war,  riot,  civil
          commotion,  malicious damage,  compliance with any law or governmental
          order,  rule,  regulation  or  direction or any  overriding  emergency
          procedures, accident, fire, flood, storm and strikes or any industrial
          action by employees  of any Party other than the Party  relying on the
          Force Majeure Event.

     18.2 If  either  Party  is  prevented,  hindered  or  delayed  from  or  in
          performing  any of its  obligations  under this  Agreement  by a Force
          Majeure Event then:

         18.2.1   that  Party's   obligations   under  this  Agreement  will  be
                  suspended for so long as the Force Majeure Event continues and
                  to the extent that Party is so prevented, hindered or delayed;

         18.2.2   as soon as reasonably possible after commencement of the Force
                  Majeure  Event  that  Party  will  notify  the other  Party in
                  writing of the Force Majeure Event,  the date of  commencement
                  of the  Force  Majeure  Event  and the  effects  of the  Force
                  Majeure Event on its ability to perform its obligations  under
                  this Agreement;

         18.2.3   that Party will use all  reasonable  efforts to  mitigate  the
                  effects of the Force Majeure Event upon the performance of its
                  obligation under this Agreement; and

                                                                              15
<PAGE>

         18.2.4   as soon as  reasonably  possible  after the  cessation  of the
                  Force  Majeure Event that Party will notify the other Party in
                  writing of the  cessation of the Force  Majeure Event and will
                  resume performance of its obligation under this Agreement.

     18.3 If the Force Majeure  Event  continues for more than 30 days after the
          commencement  of the Force Majeure  Event the non prevented  Party may
          terminate  this  Agreement  by giving not less than 30 days  notice in
          writing to the other Party.


19.  TERM AND TERMINATION

     19.1 This Agreement  will enter into force on the date of second  signature
          and,  subject to  clauses  19.3 and 19.4,  and to earlier  termination
          pursuant to clause 6.8 or the following  provisions of this clause 19,
          it will remain in force for a period of ten (10) years  commencing  on
          the Commencement Date ("the Term").

     19.2 This  Agreement is  conditional on IATA receiving from FS2 within nine
          months from the date of this Agreement,  a certificate by the auditors
          of FS2, in a form reasonably acceptable to IATA, that FS2 has received
          binding  and  unconditional  commitments  from one or more  persons to
          provide  funding within a further three months by way of  subscription
          for fully paid up equity share capital of FS2, or debt  financing,  of
          an amount of not less than seven million  United States  Dollars.  For
          the  avoidance  of doubt,  the funding may be  comprised  partially of
          equity and  partially of debt,  or entirely of equity,  or entirely of
          debt, but in any event the total amount of the funding received by FS2
          must equal or exceed seven million United States Dollars.

     19.3 FS2 shall have the option to extend this  Agreement on  conclusion  of
          the Term for a further  period of ten (10) years provided that FS2 has
          in all material  terms  complied  with the  obligation  placed upon it
          pursuant to the terms of this  Agreement  and gives IATA not less than
          one year's  notice of its  intention  to  exercise  such  option,  and
          subject to written agreement between IATA and FS2 as to the commercial
          terms which will apply to such extended period, which each of IATA and
          FS2 shall use their reasonable endeavours to agree upon.

     19.4 During the Term the  Parties  shall by mutual  consent be  entitled to
          vary the  length of the Term such that the Term may be  extended  (and
          not reduced) on any basis  agreed,  subject to  agreement  between the
          Parties both of whom shall use their  reasonable  endeavours  to agree
          upon the commercial terms applicable to the Agreement as extended.

     19.5 Either Party may terminate  this  Agreement in the event of a material
          breach by the other of any of its  obligations  under  this  Agreement
          which (if the breach is capable of remedy)  the other Party has failed
          to remedy  within 45 days after  receipt  of notice in writing  giving
          particulars of the breach and requiring the other Party to do so.

     19.6 In the event of either Party becoming insolvent or bankrupt or have an
          administrator or liquidator appointed (other than for the purpose of a
          corporate  reorganisation of that Party), or go into receivership,  or
          in the event  either  Party  should  discontinue  its business for any
          reason,  the other Party may  terminate  forthwith  this  Agreement by
          notice in writing to the affected Party.

     19.7 IATA shall have the right to  terminate  this  agreement  upon six (6)
          months  written  notice in the event that FS2 fails  within six months
          from the Commencement Date to conclude  operating  agreements with its
          other  major  FS2  Suppliers,  or  such  agreements  are  subsequently
          terminated  for  whatever   reason,   unless   alternative   suppliers
          satisfactory  to IATA are  contracted  to FS2 to deliver the  services
          provided by the previous FS2 Supplier.

     19.8 All  rights  and  obligations  of the  Parties  save for each  Party's
          obligations   as  to   Confidentiality   will  cease  to  have  effect
          immediately upon termination of this Agreement except that termination
          will not affect the accrued  rights and  obligations of the Parties at
          the date of  termination,  or obligations  expressed to take effect on
          termination.

                                                                              16
<PAGE>

20.  AMENDMENTS

     20.1 This  Agreement  or  any of the  Schedules  may  only  be  amended  by
          agreement in writing signed by both Parties


21.  WAIVERS

     21.1 The failure of any Party to insist in any one or more  instances  upon
          the  performance  in  part  or  otherwise  of  any of  the  terms  and
          conditions  of this  Agreement  will not be  construed  as a waiver or
          relinquishment  of its right to insist  upon  performance  of those or
          other terms and  conditions of this Agreement at other times except to
          the extent specifically waived in writing.

     21.2 The failure to exercise or delay in exercising a right or remedy under
          this  Agreement will not constitute a waiver of the right or remedy or
          a waiver of any  other  rights or  remedies  and no single or  partial
          exercise of any right or remedy under this  Agreement will prevent and
          further  exercise of the right or remedy or the  exercise of any other
          right or remedy.


22.  ENTIRE AGREEMENT AND LANGUAGE

     22.1 This Agreement contains the entire agreement and understanding between
          the Parties with respect to the subject  matter hereof and  supersedes
          all   contemporaneous  and  previous  agreements  and  understandings,
          whether written or oral, in relation thereto.  This Agreement has been
          executed in the English  language  only. It may be  translated  into a
          language other than English for internal use by IATA, however, in case
          of any dispute  over the  interpretation  of any  Clause,  the English
          version will be authoritative.


23.  SEVERABILITY

     23.1 In the event that any part of this  Agreement  is declared  invalid or
          unenforceable  by a judgement  or decree by consent or  otherwise of a
          Court or other tribunal of competent  jurisdiction from whose decision
          no appeal is or can be taken, the Parties will endeavour to agree such
          amendment  that will as far as possible  validly  give effect to their
          intentions  as expressed  herein and nothing shall affect the validity
          or enforceability of the remainder of this Agreement.


24.  AUTHORISATION & PERMITS & RELATIONS BETWEEN PARTIES

     24.1 The  Parties  will each  ensure that all  governmental  and/or  fiscal
          authorisations  or permits are obtained as  applicable to the Parties'
          respective obligations under this Agreement, and each Party shall make
          available  to the other any  information  it has which may  assist the
          other in obtaining such authorisation or permits.

     24.2 No Party shall have the authority to bind or to make any commitment on
          behalf of the other  Party  unless  such  authority  is  expressed  in
          writing by the Parties jointly or by a Party  individually as the case
          may be.

     24.3 The Parties agree that no relationship of agency and/or partnership is
          created by this  Agreement,  express or implied,  and that the Parties
          will each remain independent contractors.  None of the Parties will be
          considered  as  principal  or  agent,  or  hold  itself  as the  legal
          representative of the other Party.

                                                                              17
<PAGE>

25.  CUMULATIVE RIGHTS

     25.1 Except as expressly provided in this Agreement the rights and remedies
          contained in this  Agreement are  cumulative  and not exclusive of any
          rights or remedies provided by law.

26.  ASSIGNMENT

     26.1 Neither  Party may assign or transfer or purport to assign or transfer
          any of their rights or obligations  under this  Agreement  except that
          this  restriction  will not prevent FS2 and/or IATA from  assigning or
          transferring such rights or obligations  within the group of companies
          and/or  association of which they are each  respectively part provided
          always   that   in  the   event   of  the   transferee   leaving   the
          group/association  the rights and  obligations are  re-transferred  to
          another member of the group/association.

27.  GOVERNING LAW AND DISPUTE RESOLUTION

     27.1 This  Agreement  shall  be  governed  by,  and  will be  construed  in
          accordance with, the laws of England and Wales.

     27.2 Other  than in  respect  of any  breach  or  potential  breach of this
          Agreement which  justifies an application for specific  performance of
          this  agreement  and  to  injunctive  relief,   whether  mandatory  or
          prohibitory,  any dispute  arising out of or in  connection  with this
          Agreement will be resolved by mutual agreement in default of which, by
          arbitration  in English in London  (save  where the  Parties  agree to
          submit to expert  determination  instead) pursuant in each case to the
          arbitration  rules of the  International  Chamber of  Commerce  by one
          arbitrator.

     27.3 Each of the Parties  hereto  hereby  irrevocably  waives any objection
          which it may  have now or in the  future  to the  jurisdiction  of the
          Courts of  England  and Wales and the law of England  and Wales  being
          nominated for the purposes of this Agreement on the ground of venue or
          otherwise  and agrees  not to claim that any such court  and/or law is
          not a  convenient  or  appropriate  forum in the event  that any claim
          and/or dispute arises in any country other than England.


28.  COMMUNICATIONS

28.1 Any notice,  communication  or other  document  required or permitted to be
     given  to a  Party  hereto  will  be  in  writing,  and  any  such  notice,
     communication or other document, will be given by delivering or mailing the
     same by prepaid registered mail, return receipt requested, to the following
     address:

         To FS2                                 Address  ___________________

                                                         ___________________

                                                         ___________________



         To IATA                                Address  ___________________

                                                         ___________________

                                                         ___________________


     or at such other address as such Party will have  communicated to the other
     by notice given as aforesaid.  Any notice,  communication or other document
     delivered  as  aforesaid  will be deemed to have been given and received at
     the same time it is so delivered.

                                                                              18
<PAGE>

AS WITNESS  WHEREOF  on behalf of the  Parties  hereto by their duly  authorised
officers on their behalf, in duplicate.

SIGNED                                               SIGNED
for IATA                                                      For FS2


By                                                             By



Signature: _____________________________         _____________________________

Name:      _____________________________         _____________________________

Title:     _____________________________         _____________________________

Date:      _____________________________         _____________________________

Signature: _____________________________

Name:      _____________________________

Title:     _____________________________

Date:      _____________________________