EXHIBIT 10.11

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


                                      DATED
                                      2002


                                   FS2 LIMITED                               (1)



                                       and



                                 WEBB & FLO INC.                             (2)





                           --------------------------
                               SERVICES AGREEMENT
                           --------------------------


<PAGE>


THIS AGREEMENT is made the _________________  day of _____________________ 2002

PARTIES

1.   FS2  LIMITED a  company  duly  existing  and  registered  under the laws of
     England with company  number  04102584  and whose  registered  office is at
     Carlton Tower 34 St Pauls Street Leeds LS1 2QB ("FS2");

2.   WEBB & FLO INC. whose registered office is at P. O. Box 4869 420 East Third
     Street Whitefish Montana 59937 USA ("Webb & Flo").

RECITALS

A.   Webb & Flo have agreed to provide to FS2  services and products in relation
     to the development and operation of the BSP Travellink Application.

B.   Webb & Flo and FS2 have  agreed to enter  into this  Agreement  in order to
     record the terms upon which Webb & Flo will provide the services to FS2 set
     forth in this Agreement.

TERMS

1.   Definitions

In this Agreement unless  inconsistent  with the context or otherwise  specified
the following definitions will apply:

"Acceptance Date"
     means the date on which the  Software  is accepted or deemed to be accepted
     by FS2 pursuant to clause 11;

"Acceptance Tests"
     means the tests described in clause 11;

"Acceptance Notice"
     means the document  provided to Webb & Flo after the successful  testing of
     each  release  of  the  application  against  the  Development   Acceptance
     Criteria;

"Agreement"
     means these terms and the Schedules to them;

"Acquisition Agreement"
     means the  agreement to be entered into  between FS2 its  shareholders  and
     National Pizza Corporation LLC;

                                        1
<PAGE>

"BSP Travellink Application"
     means the  internet  based  travel  application  jointly  developed  by the
     Consortium  Participants  providing distribution and settlement services to
     non-air  vendors in the travel and  tourism  industries  including  but not
     limited to the software,  screen  displays,  look and feel design elements,
     user interface, functional capabilities,  dynamic screen handling routines,
     logic routines, keyword structure, data definitions and data relations that
     comprise the front-end user experience and enable  interaction with the BSP
     Travellink service over the Internet or through other online connections;

"BSP Travellink Portal Interface"
     means the  web-based  software  including  screen  formats  and  functional
     elements  that is used to access the Service  over the  internet or through
     other online connections;

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

"Change Management"
     means the  procedure  for the proper  management of changes to the services
     provided;

"Confidential Information"
     means any and all  information,  in  whatever  form,  whether  tangible  or
     intangible,  and whether disclosed before or after this Agreement, which is
     now or at any time after the date of this Agreement  owned or controlled by
     the parties and which is either marked as  "Confidential"  or is within the
     reasonable  contemplation of the parties as being of a confidential  nature
     and which is or has been supplied in connection with this Agreement;

"Consortium Participants"
     means Videcom  International  Limited whose registered office is at Newtown
     Road  Henley  on  Thames  RG9 1HG  United  Kingdom;  Webb & Flo Inc.  whose
     registered  office  is at P.O.  Box 4869 420 East  Third  Street  Whitefish
     Montana 59937 USA; Thermeon Corporation whose registered office is at 12241
     Newport Avenue Santa Ana CA 92705 USA; and IATA;

                                        2
<PAGE>

"Deliverables"
     means the  Software  and the  Documentation  and all other  materials to be
     produced  or used by Webb & Flo  and/or  made  available  to FS2 during the
     Project  including but not limited to the matters  specified in the Project
     Definition Paper;

"Development Acceptance Criteria"
     means the list of elements  that each  release of the  application  will be
     tested against before acceptance is provided;

"Development Plan"
     means the documented list of tasks  resources and allocations  that will be
     used to monitor the Projects progress against plan;

"Development Services"
     means  the  development  of the  Software  and the  System by Webb & Flo in
     accordance with the specification document;

"Documentation"
     means the documentation  described in the Project Definition Paper together
     with  such  operating  manuals  and  other  technical   specifications  and
     documents  necessary to enable FS2 to use and to make any  modifications to
     the  Software;

"Equipment"
     means the computer equipment and operating systems specified in the Project
     Definition Paper;

"Exit Management"
     means the process by which all  reasonable  assistance  will be provided by
     Webb & Flo  to  achieve  a  transfer  of the  Service  to  another  service
     provider;

"First Level Support  Services" means the initial handling point of any end-user
     enquiry by FS2 and or its appointed representative/s;

"FS2 Revenues"
     means  the  amounts  invoiced  to  FS2  Travel  Vendors  for  transactional
     processing,   advertising,   promotions,   services   and   travel   vendor
     participation in accordance with the Travel Supplier  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;

                                        3
<PAGE>

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

"IATA" The International Air Transport Association;

"IDFS"
     a division of IATA known as Industry Distribution and Financial Services;

"Implementation Plan"
     means the list of tasks that require  completion  before the application is
     considered operational;

"Installation Site"
     means the location of the premises in which the Service will be undertaken;

"Intellectual Property"
     means patents,  know-how and techniques (whether or not confidential and in
     whatever form held),  registered  and  unregistered  trademarks and service
     marks, copyright,  database rights and in each case for the full periods of
     them and all extensions and renewals  thereto and  applications  for any of
     them and the  right to apply  for any of them in any part of the  world and
     any similar rights;

"Milestone"
     means as regards  any of Webb & Flo's  obligations  to  deliver  any of the
     Deliverables  or to perform any part of the Project  the  relevant  date or
     stage set out in the Project Definition Paper or any other agreed date;

"Licensed  Software"
     means the existing computer programs listed in [*] to be supplied by Webb &
     Flo to FS2 under this Agreement  where the  Intellectual  Property  remains
     with Webb & Flo;

"Project Definition Paper"
     means the document in [*] as amended from time to time in  accordance  with
     this Agreement;

"Personnel"
     means  any  individual  provided  by  Webb & Flo to  perform  the  services
     required;

"Phase"
     means  a  phase  or  stage  of the  Project  as  specified  in the  Project
     Definition Paper;

                                        4
<PAGE>

"Price and Payment Plan"
     means  the  financial  remuneration  package  as  detailed  in [*] of  this
     Agreement;

"Production  Version"
     means the version of the BSP Travellink Application that is in use;

"Project"
     means the  project  for the supply of the  Deliverables  and the Service by
     Webb & Flo under this Agreement;

"Rate Card"
     means the standard rate card terms of Webb & Flo as detailed in [*];

"Second Level Support Services"
     means support  provided  after the  representative  of FS2 and or any other
     organisation has provided the First Level Support Services;

"Service"
     means software development, maintenance, and support, as well as consulting
     and other requirements of this Agreement;

"Service Level Agreement"
     means the  documented  levels of services  to be mutually  agreed and which
     once  agreed  will be deemed  incorporated  in and subject to the terms and
     conditions of this Agreement;

"Software"
     means the  computer  programs and source code to be developed by Webb & Flo
     specifically  for FS2 under  this  Agreement  as briefly  described  in the
     Project  Definition  Paper  and in the  form  of a  design  document  to be
     concluded  within  30 days of the  date of this  Agreement  to be  added to
     [*];

"Software Maintenance  Agreement"
     means the level of support as determined  in  accordance  with clause 16 of
     this Agreement;

"Specification"
     means the specification of the Software  describing the intended  functions
     and facilities for the Software as set out in the Project Definition Paper;


 "Sub-Contractor"
     means any person,  firm or company (other than Webb & Flo) to whom any part
     of the Project is sub-contracted;

                                        5
<PAGE>

"Support Services"
     means the software  support and  infrastructure  services  specified in the
     Service Level Agreement which are to be provided by Webb & Flo to FS2;

"System"
     means the hardware software  infrastructure and intellectual  property that
     combine to provide the BSP Travellink Application;

"Term"
     means the period indicated in clause 30;

"Territory"
     means the World;

"Third Party"
     means any other  organisation  with whom Webb & Flo and/or  the  Consortium
     Participants must cooperate;

"Travel  Supplier  Agreements"
     means the  agreement  to be  concluded  between FS2 and its  customers.


2.   Conditions

2.1  This  Agreement  is  conditional  upon  execution  and  completion  of  the
     Acquisition Agreement.

2.2  In  the  event  that  the  Acquisition  Agreement  is not  completed  by 30
     September 2002 then this  Agreement  shall at the option of either party be
     terminable on 7 days written notice at which time subject to the provisions
     of this Agreement all  obligations of the parties to each other shall cease
     forthwith.  FS2 acknowledges its  responsibility to address any outstanding
     liabilities accrued prior to the date of termination.

2.3  FS2   undertake  to  notify  Webb  &  Flo  when  this   Agreement   becomes
     unconditional.

3.   Duties and obligations of Webb & Flo

In addition to the responsibilities of Webb & Flo detailed in clause 8:

3.1  Webb & Flo agrees to design and write the  Software and  Documentation  and
     provide the Services all as described in the Project  Definition  Paper and
     in accordance with and subject to the terms of this Agreement.

                                        6
<PAGE>

3.2  Subject to clause 4.9 Webb & Flo  acknowledges  that the Licensed  Software
     and  Software  are  to be  used  in  connection  with  the  BSP  Travellink
     Application and in conjunction with the Equipment.  Webb & Flo acknowledges
     that  it  has  been  supplied  with   sufficient   information   about  the
     Specification  and the  Equipment  and  that it has  made  all  appropriate
     enquiries to enable it to  undertake  the Project in  accordance  with this
     Agreement. Webb & Flo will promptly bring to the attention of FS2's Project
     Representative  any matter which is not adequately  specified or defined in
     the Specification and any other relevant specification or document.

3.3  Webb & Flo may  employ  Sub-Contractors  for  carrying  out any part of the
     Project.  Webb & Flo will not be relieved of any of its  obligations  under
     this Agreement by entering into any sub-contract for the performance of any
     part of the Project and will at all times remain primarily  responsible and
     liable to FS2 for the conduct of the Sub-Contractors.

3.4  Webb & Flo shall carry out the Project with  reasonable care and skill in a
     professional  and  businesslike  manner  and in  accordance  with  accepted
     industry practices using appropriately qualified and experienced Personnel.
     In particular,  but not by  limitation,  Webb & Flo will use all reasonable
     endeavours  to  achieve  completion  of each  Phase of the  Project  by the
     relevant Milestone in the Project Definition Paper.

3.5  Webb & Flo shall be entitled in relation to the Software to undertake  such
     acts in the United  Kingdom as may be  restricted by copyright by virtue of
     the  Copyright  and  Designs  Patents  Act 1988  solely  insofar as this is
     necessary  to  enable  Webb & Flo to  perform  its  obligations  under  the
     Project.   All  Intellectual   Property  in  the  Software  and  any  other
     Intellectual  Property of FS2 disclosed  during or as a consequence  of the
     Project shall at all times remain vested in FS2.

3.6  Webb & Flo  will  provide  ongoing  support  and  maintenance  of  the  BSP
     Travellink  Application in accordance with the Service Level Agreement once
     it is moved from pre-implementation to an operational environment.

3.7  Webb & Flo will prepare, provide to FS2 and maintain a set of technical and
     functional  specifications in electronic format and in the English language
     or any  additional  documentation  that may be required as mutually  agreed
     between the parties.

3.8  Webb & Flo will use its best  endeavours to achieve the objectives laid out
     in  this  Agreement  and  not to  unreasonably  prevent  conclusion  of any
     outstanding actions or items.

3.9  Webb & Flo shall deposit the current  version of the Licensed  Software and
     the Software with a recognised  escrow agent. The costs associated with the
     escrow agent shall be met by FS2.

4.   Duties and obligations of FS2

                                        7
<PAGE>

With effect from the date of this Agreement and during the Term, FS2 will:

4.1  Make available to Webb & Flo all staff reasonably required to assist in the
     provision of the Service;

4.2  Secure necessary data provision before during and after implementation;

4.3  Provide such office facilities and equipment as may be reasonably  required
     for the  purposes of allowing  Webb & Flo to fulfil its  obligations  under
     this Agreement;

4.4  Provide such information relating to IATA's IDFS business as Webb & Flo may
     reasonably require to allow Webb & Flo to fulfil its obligations under this
     Agreement;

4.5  Actively  promote  through the existing  network of IATA's BSP  Operations'
     offices  world-wide  the BSP Travellink  Application  with the objective of
     deploying it on a world-wide  basis  without  limitation  to the travel and
     associated industries;

4.6  Use  its  reasonable  endeavours  to  secure  contractual  agreements  with
     participating travel suppliers, and manage such relationships thereafter;

4.7  Provide  technical  and customer  support,  build and promote  travel agent
     distribution, and provide all necessary financial settlement and accounting
     systems necessary for the fulfilment for the Project;

4.8  Reimburse  reasonable travel and accommodation  expenses to Webb & Flo that
     shall not be incurred without the prior consent of FS2;

4.9  Provide all  information  necessary  to Webb & Flo to allow it to undertake
     the obligations referred to in clause 3.2 from time to time;

4.10 Make  payments  to Webb & Flo  pursuant  to the  provisions  specified  and
     contained in [*] of this Agreement.

5.   Mutual obligations

The parties will mutually  co-operate to identify the best  technology and means
to provide the BSP  Travellink  Application  in the most effective and efficient
manner,  not limited to  technology  platform or software  and the parties  will
co-operate  with all other  appointed  service  providers in a professional  and
businesslike manner.

6.   Acknowledgements

6.1  Webb  &  Flo  acknowledges  that  it  has  been  supplied  with  sufficient
     information about the business  requirements of FS2 to enable it to provide
     and perform the Service.

                                        8
<PAGE>

6.2  Webb & Flo will not be entitled to any additional  payment nor excused from
     any  liability  under this  Agreement  as a  consequence  of any  negligent
     misinterpretation  of any matter or fact based on the  Specification or the
     Project Definition Paper or other technical requirements.

6.3  All right title and  interest  and  Intellectual  Property in the  Software
     shall at all times vest in FS2.

6.4  Webb & Flo  unconditionally  irrevocably and in perpetuity waives all moral
     and  authors  rights and rights of a similar  nature  under the laws of any
     jurisdiction in respect of the Software and any other copyright  arising as
     a consequence  of  participation  by Webb & Flo in the  development  of the
     Software  and will procure such a waiver on the same terms from each member
     of the Personnel at any time.

6.5  At the request of FS2 Webb & Flo will at its expense do all such things and
     sign all  documents or  instruments  reasonably  necessary to enable FS2 to
     obtain its rights under sub clauses 6.3 and 6.4.

6.6  In so far as it may be  necessary  to  give  effect  to the  provisions  of
     sub-clauses  6.3 and 6.4 Webb & Flo hereby assign with full title guarantee
     all  present and future  intellectual  property it may now or in the future
     own in the Software.

6.7  Webb  & Flo  shall  grant  to FS2 an  unconditional  irrevocable  perpetual
     world-wide  licence to use the Licensed Software  exclusively in connection
     with the utilisation of the BSP Travellink  Application  subject to payment
     by FS2 of the payments due to Webb & Flo pursuant to [*].

7.   Development

7.1  Subject to the  remaining  provisions  of this  Clause Webb & Flo have been
     appointed as the primary developer and product  development  consultant for
     the BSP  Travellink  Portal  Interface  provided that the terms proposed by
     Webb & Flo in  relation to the  development  of the BSP  Travellink  Portal
     Interface  are  commercially  acceptable  to FS2 and subject  always to the
     proviso that FS2 may seek  alternative  assistance  with the development of
     the BSP Travellink  Portal Interface if the proposals of Webb & Flo are not
     acceptable to FS2.

7.2  If the parties agree that Webb & Flo will provide any Development  Services
     Webb & Flo will  deliver  and  perform the  Development  Services  with all
     reasonable  skill speed  accuracy and due diligence in accordance  with the
     Development Plan and delivery date(s) specified.

7.3  Webb & Flo will  demonstrate to FS2 that any  enhancements or modifications
     to the BSP Travellink  Application  undertaken by Webb & Flo as part of the
     Development  Services will perform in all material aspects with Development
     Acceptance Criteria specified in the Development Plan.

7.4  The  enhancements  or  modifications  to  the  BSP  Travellink  Application
     undertaken  by  Webb  & Flo  as  part  of the  Development  Services  will,
     immediately  following  issue of an  Acceptance  Notice  by FS2,  be deemed
     included in and subject to the terms and  conditions of this  Agreement for
     the purpose of the provision of the Support Services.

                                        9
<PAGE>

7.5  Notwithstanding any other provision in this Agreement,  Webb & Flo will not
     be obliged to provide  Support  Services in relation to any  modifications,
     enhancements or developments  to the BSP Travellink  Application  which are
     undertaken by FS2, any Third Party or Consortium Partner.

8.   Services to be provided by Webb & Flo

8.1  Webb & Flo hereby undertakes to:

     8.1.1     [*]



     8.1.2     [*]



     8.1.3     [*]


     8.1.4     [*]


     8.1.5     [*]


     8.1.6     [*]


     8.1.7     [*]


     8.1.8     [*]


     8.1.9     [*]


     8.1.10    ensure liaison and co-operation between Consortium Participants;

     8.1.11    provide Project Management  including use of Resource  Management
               and Tracking, budget control and project life cycle techniques;

     8.1.12    provide ongoing product  development and support  services during
               the  term  of  this  Agreement  including  ensuring  the  ongoing
               development of the BSP Travellink  Graphical User  Interface,  to
               accommodate the  introduction of new vertical  sectors as well as
               enhancements to any existing sectors;

                                       10
<PAGE>

     8.1.13    apply new and  developing  techniques to improve the use and ease
               of the system through navigation, specific content management and
               presentation refresh;

     8.1.14    provide   second   line   support  for  the  network  and  system
               administrators  and conform to the elements of the Service  Level
               Agreement,  including  uptime,  reliability  and  performance and
               penalties for failure to achieve;

     8.1.15    provide consulting services on an ad hoc basis;

     8.1.16    participate  in  regular   multi-party  or  consortium   meetings
               throughout  the  lifecycle of the product;  and

     8.1.17    create and manage all databases as defined in the  associated BSP
               Travellink Product Specification documents.

9.   Change control

9.1  At any time during the Term FS2 may in writing  request changes to any part
     of the Project.

9.2  Webb & Flo will use its best endeavours to evaluate any such request and as
     soon as reasonably  practicable thereafter advise FS2 in writing of whether
     it is prepared to  implement  the  requested  change and of any effect such
     change may have on this Agreement.

9.3  Should FS2 wish to proceed with the proposed change,  it will instruct Webb
     & Flo in writing of its wish after receipt of Webb & Flo's  response  given
     pursuant  to clause  9.2.  Those  parts of this  Agreement  affected by the
     change will then be deemed to be modified accordingly.

9.4  Until any change is formally  agreed  between Webb & Flo and FS2 Webb & Flo
     will  continue  to  perform  the  Project  as if the  change  had not  been
     proposed.

9.5  [*]

9.6  The Change  Management  process will be documented in a jointly  agreed and
     revised Service Level Agreement.

10.  Contract Management

10.1 Each  party  will  appoint  a senior  member  of its  staff  (`the  Project
     Representative')  to act as the principal point of contact for the purposes
     of this Agreement.

                                       11
<PAGE>

10.2 Webb & Flo will provide  written  progress  reports at such  frequencies as
     will be agreed  from  time to time,  but no less  frequently  than once per
     calendar month.

10.3 Progress  meetings to discuss  progress  reports and other relevant  issues
     will be held weekly or at such other  frequencies as agreed by the parties.
     Such  meetings  may be  conducted by telephone or by the use of net meeting
     software. Such meetings may include the Consortium Participants.

10.4 Minutes  of  these  meetings  will be  taken  by Webb & Flo and sent to FS2
     within 5 working  days of the meeting for FS2's  approval.  Only minutes so
     approved will be treated as an accurate record of such meetings.

10.5 The Project Representatives will identify and review any failures by Webb &
     Flo to comply with its obligations  under this Agreement and will formulate
     a plan to remedy such failures.  Progress in implementing such plan will be
     included on the agenda for the next following review session.

10.6 Any critical  unresolved  issue  identified by the Project  Representatives
     will be  notified  to a director  appointed  for the purpose by each of the
     parties to this Agreement within one week of identification for resolution.

11.  Acceptance Procedure

11.1 FS2 and Webb & Flo will jointly  prepare a test  specification  setting out
     the criteria  and  procedures  for the  acceptance  of the  Software  (`the
     Acceptance  Specification')  which  is  suitable  to  demonstrate  that the
     Software  complies with and performs in accordance  with the  Specification
     and is otherwise properly  functioning and fit for licensing and use by end
     users.

11.2 If required by FS2, and subject to agreement  between the parties as to the
     associated  costs  and  expenses,  Webb & Flo  will  have no less  than two
     suitably  experienced  Personnel  involved  with  the  development  of  the
     Software available on call at FS2's request to attend the Installation Site
     to assist FS2 and provide advice on matters  relating to the conduct of the
     Acceptance Tests.

11.3 If any part of the Software fails to pass its applicable  Acceptance  Tests
     Webb & Flo will be given such time and  facilities as are reasonable in all
     the  circumstances  to rectify  such part of the  Software and repeat those
     Acceptance  Tests applying to such part within a reasonable time but in any
     event within the time period defined in the Service Level  Agreement  after
     the failure to pass the applicable Acceptance Tests.

11.4 If the Software or any part of it being tested fails to pass its applicable
     Acceptance  Tests after two repeat  Acceptance Tests are conducted then FS2
     may by written notice to Webb & Flo elect at its option:

                                       12
<PAGE>

     11.4.1    [*]

     11.4.2    to accept the Software or part (the  abatement  being such amount
               as taking into account the circumstances is reasonable); or

     11.4.3    to reject the  entire  Software  in which case FS2 may  terminate
               this Agreement at any time after rejection on written notice with
               immediate effect, subject to the termination provisions set forth
               in Section 21.1.1.

11.5 The issue of any interim Acceptance Notice on successful  completion of the
     Acceptance  Tests for any  particular  part of the Software will not affect
     FS2's right to reject any  accepted  part if any later part of the Software
     fails to pass the Acceptance Tests.

11.6 Acceptance of the Software will occur or be deemed to occur on the earliest
     of either:

     11.6.1    the date of successful completion of all stages of the Acceptance
               Tests as acknowledged by FS2 signing an Acceptance Notice; or

     11.6.2    the date the Software is first put into operational use by FS2.

11.7 The  Acceptance  Test  procedure  will be documented in the jointly  agreed
     Service Level Agreement.

12.  Inspection

12.1 Subject to providing Webb & Flo with  reasonable  prior written notice (not
     less than  seventy two (72) hours) FS2 will be entitled at all times during
     the Term to inspect and examine the development  techniques and workmanship
     being  used  in  the  performance  of the  Services.  Such  inspection  and
     examination  will  not be  deemed  to  relieve  Webb & Flo  from any of its
     obligations under this Agreement.

12.2 Webb & Flo will permit FS2 or a Third Party, not in direct competition with
     Webb & Flo, of its choice to carry out audits at Webb & Flo's premises from
     which the Service is provided in order to check processes defined under the
     provision  of Service.  The FS2 Project  Representative  will give not less
     than seventy two (72) hours written notice to Webb & Flo before  commencing
     such audit.

13.  Payment Terms

13.1 Subject to  compliance  by Webb & Flo with the  obligations  referred to in
     this Agreement FS2 shall make payment to Webb & Flo in accordance  with the
     provisions of [*].

                                       13
<PAGE>

13.2 Webb & Flo shall be entitled to subscribe  for 1% of the  authorised  share
     capital of FS2 at par value.  Webb & Flo will  receive  rights in  parallel
     with other founder shareholders.

13.3 In  addition  to the  payments  referred to in clause 13.1 Webb & Flo shall
     subject  to clause 21 and 13.4  receive  the  licence  and  incentive  fees
     referred to in [*].

13.4 In the event  that the  Licensed  Software  ceases to be used by FS2 at any
     time during the term of this  Agreement the obligation to make the payments
     detailed in [*] shall cease forthwith.

14.  Ownership rights

14.1 All  right,   title  and   interest  and   Intellectual   Property  in  the
     Deliverables,  except that vested in third party software necessary for the
     Project,  shall  at all  times  vest in FS2  unless  Webb & Flo  have  used
     pre-existing  software  or provided  Licensed  Software in which Webb & Flo
     already holds Intellectual  Property Rights. Both parties to this Agreement
     agree to identify and record the respective  Intellectual  Property  Rights
     within 90 days of the date of signing this Agreement.

14.2 Insofar  as it may be  necessary  to  give  effect  to  the  provisions  of
     sub-clause  14.1 Webb & Flo hereby  assigns with full title  guarantee  all
     present and future Intellectual Property it may now or in the future own in
     the  Deliverables  (excluding  pre-existing  software or  provided  Licence
     Software in which Webb & Flo already holds Intellectual Property Rights).

14.3 Webb & Flo unconditionally,  irrevocably and in perpetuity waives all moral
     and  author's  rights and rights of a similar  nature under the laws of any
     jurisdiction  in  respect  of  the  Deliverables   (excluding  pre-existing
     software or  provided  Licence  Software in which Webb & Flo already  holds
     Intellectual  Property  Rights)  and  any  other  copyright  arising  as  a
     consequence of the Project and will procure such a waiver on the same terms
     from each member of the Personnel.

14.4 At any time at the  request of FS2,  Webb & Flo will at its  expense do all
     such things and sign all documents or instruments  reasonably  necessary to
     enable FS2 to obtain its rights under sub-clauses 14.1 to 14.3.

15.  Warranties

15.1 Webb & Flo warrants and undertakes:

     15.1.1    that the  Deliverables  shall be  original  works  and  shall not
               infringe the Intellectual  Property Rights or other rights of any
               third party;

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     15.1.2    that the Service will meet the  Specification  and/or  subsequent
               amendments to the Specification and the Service Level Agreement;

     15.1.3    that  it  will  use  its  best   endeavours  in  accordance  with
               acceptable  computing  practice  to make good  with all  possible
               speed at its own expense any breach of the warranties referred to
               in sub-clause 15.1.1 in any portion of the Software and/or System
               and/or Service which may be identified in the  Acceptance  Notice
               and/or  is  notified  to Webb & Flo  during a twelve  (12)  month
               period after the commencement of such Service;

     15.1.4    that it is not aware as at the date of this Agreement of anything
               which might or will  adversely  affect its ability to perform its
               obligations under this Agreement;

     15.1.5    that as at the Acceptance Date:

               15.1.5.1  the Software will run on the Equipment;

               15.1.5.2  the design of the  Software  will be suitable to fulfil
                         the matters  specified in the Project  Definition Paper
                         and will be properly functioning and fit for provision
                         to end users and the Software will perform and function
                         in accordance with the Specification;

     15.1.6    that the Documentation  will enable suitably  qualified personnel
               of FS2 to make proper use of the Software;

     15.1.7    that the Deliverables will conform to  all applicable health and
               safety  regulations and other  applicable laws existing at the
               date of this Agreement;

     15.1.8    that it has the power to enter into this Agreement and has
               obtained all necessary approvals to do so;

     15.1.9    that it will use all  reasonable  endeavours  to ensure  that the
               Software  supplied and installed on the Equipment will be free of
               computer viruses and will have undergone  rigorous virus checking
               procedures  in line with current  industry best practice and will
               provide details to FS2 of such checking procedures;

     15.1.10   that  the  Software  and  the  Equipment  will  comply  with  all
               statutory  requirements  and regulations and all codes of conduct
               relating  thereto  including all relevant  British  Standards (or
               equivalent) agreed in writing by FS2;

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<PAGE>

     15.1.11   that the Software  will be free from material  errors  defects or
               faults  (latent  or  otherwise)  including  (without  limitation)
               design  faults or  software  program  faults  the  Software  will
               provide the facilities functions and standards of performance set
               out in the Project Definition Paper.

15.2 Without  prejudice  to any other rights and remedies of FS2 Webb & Flo will
     be responsible,  without charge to FS2, for rectifying  within a reasonable
     period  of  time  by  repair,  or at Webb & Flo's  option  by  supply  of a
     replacement,  any defect  which  under  proper  use,  care and  maintenance
     appears in the Deliverables.

16.  Software Maintenance

The parties will enter into the Software Maintenance Agreement within 90 days of
the date of this Agreement.

17.  Indemnity

17.1 Webb & Flo will indemnify FS2 against all costs, claims, demands,  expenses
     and liabilities to the extent the  Deliverables or any of them infringe the
     Intellectual Property Rights of any third party.

17.2 If either FS2's possession or use of the Deliverables is held by a court of
     competent  jurisdiction  to constitute an  infringement  of a third party's
     Intellectual Property Rights or Webb & Flo is advised by legal counsel that
     such possession or use is likely to constitute such an infringement, Webb &
     Flo will without prejudice to any other rights and remedies of FS2 promptly
     and at its own expense and at FS2s option:

     17.2.1    obtain for FS2 the right to continue using the Deliverables; or

     17.2.2    modify or replace the Deliverables  (without  detracting from the
               functionality  specified  in the  Specification)  so as to  avoid
               infringement.

17.3 Whenever  Webb & Flo is required to  indemnify  FS2 under the terms of this
     Agreement the indemnity is  conditional  upon FS2 (i) notifying  Webb & Flo
     promptly upon becoming  aware of any matter or claim to which the indemnity
     relates;  (ii) not making any  admission or  settlement  in respect of such
     matter or claim  without the prior  consent of Webb & Flo (such consent not
     to be  unreasonably  withheld or delayed)  provided  that if FS2 intends to
     make  any   admission  or  settlement  on  grounds  that  Webb  &  Flo  has
     unreasonably withheld or delayed its consent it shall first give Webb & Flo
     at least 21 days prior notice of that intention;  and (iii) allowing Webb &
     Flo, where appropriate to have conduct of negotiations  and/or  proceedings
     relating to such matter or claim or, where it is not appropriate for Webb &
     Flo to have conduct of such negotiations and/or proceedings,  FS2 complying
     with  Webb  &  Flo's  reasonable   request  in  the  conduct  of  any  such
     negotiations and/or proceedings.

18.  Confidentiality

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<PAGE>

18.1 For the  purposes  of this  clause  "Confidential  Information"  means  all
     information  (whether  commercial,   financial,   technical  or  otherwise)
     relating to the disclosing party, its Sub-Contractors,  other customers and
     suppliers,  disclosed to or otherwise obtained by the recipient party under
     or in  connection  with  the  Project  and  this  Agreement  and  which  is
     designated  as  being  confidential  or  which  is by  its  nature  clearly
     confidential. For the avoidance of doubt the source code of the Software is
     the Confidential Information of FS2.

18.2 Each party  undertakes in respect of Confidential  Information for which it
     is the recipient:

     18.2.1    to treat such information as confidential;

     18.2.2    not without  the  disclosing  party's  prior  written  consent to
               communicate  or  disclose  any  part of such  information  to any
               person except:

          18.2.2.1  only to those employees,  agents,  Sub-Contractors and other
                    suppliers on a need to know basis who are directly  involved
                    in the Project;

          18.2.2.2  the  recipient's  auditors,  professional  advisers  and any
                    other persons or bodies having a legal right or duty to have
                    access to or knowledge of the  Confidential  Information  in
                    connection with the business of the recipient;

     18.2.3    to ensure that all persons and bodies  mentioned in clause 18.2.2
               are made aware, prior to disclosure,  of the confidential  nature
               of the  Confidential  Information  and  that  they  owe a duty of
               confidence  to the  disclosing  party  and to use all  reasonable
               endeavours to ensure that such persons and bodies comply with the
               provisions of this clause;

     18.2.4    not  to  use  or  circulate  such  information   within  its  own
               organisation  except to the extent  necessary for the purposes of
               the Project.

18.3 The  obligations  in  this  clause  will  not  apply  to  any  Confidential
     Information:

     18.3.1    in the  recipient's  possession  (with  full  right to  disclose)
               before receiving it; or

     18.3.2    which is or becomes public knowledge other than by breach of this
               clause; or

     18.3.3    independently developed by the recipient without access to or use
               of the Confidential Information; or

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<PAGE>

     18.3.4    lawfully  received  from  a  third  party  (with  full  right  to
               disclose).

18.4 Nothing in this  Agreement  will  prevent Webb & Flo at any time from using
     for  any  purpose  it  thinks  fit any  know-how  or  experience  including
     programming  tools,  skill  and  techniques,  gained  or  arising  from the
     performance   of  the  Project,   subject  always  to  complying  with  the
     obligations  in this clause in respect of the  Confidential  Information of
     FS2.

19.  Personnel

19.1 Webb  & Flo  and  FS2  will  use  all  reasonable  endeavours  to  maintain
     continuity in respect of the Personnel for the duration of the Term.

19.2 Webb & Flo will ensure that all Personnel  comply with all relevant  safety
     security and on site regulations  specified in writing from time to time by
     FS2 for Personnel working on FS2's premises.

19.3 FS2 and  Webb & Flo  shall  ensure  that no  Intellectual  Property  in the
     Deliverables will vest in any Personnel.

19.4 FS2  will  not  solicit  any  employees  or  Sub-Contractors  of Webb & Flo
     directly for FS2 or in connection  with the operation of the BSP Travellink
     Application  for three years beyond the  expiration or  termination  of the
     Term without the express written consent of Webb & Flo .

20.  Liability and Insurance

20.1 Subject to the provisions of clauses 15.1.1,  17 and 18 neither party shall
     be liable to the other for any  indirect  or  consequential  loss or damage
     (including loss of profit business or anticipated  savings) however arising
     regardless  of  whether  such  losses  were  foreseeable.  Nothing  in this
     Agreement   limits  liability  for  death  or  personal  injury  caused  by
     negligence.

20.2 Webb & Flo will maintain in force at all times  insurance  with a reputable
     insurance company covering third party liability,  employer's liability and
     errors  and  omissions  insurance  and its  other  liabilities  under  this
     Agreement  of at least  $1,000,000  per  occurrence  or series of connected
     occurrences.

21.  Termination

     21.1      Either  party  may  terminate   this   Agreement   following  the
               expiration  of the period of 45 days after  delivery to the other
               party of written  notice in the event of any of the  following if
               not remedied:


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<PAGE>

          21.1.1    if either party is guilty of a material  breach of the terms
                    of this  Agreement  which breach if capable of remedy is not
                    remedied by the party in breach within 45 days of receipt in
                    writing of notice of such breach;

          21.1.2    if the other party ceases to carry on its business;

          21.1.3    if a receiver, administrator or similar officer is appointed
                    over all or any part of the  assets  or  undertaking  of the
                    other party;

          21.1.4    if the other party makes any  arrangement for the benefit of
                    its creditors; or

          21.1.5    if the  other  party  goes  into  liquidation  save  for the
                    purposes of a genuine amalgamation or reconstruction.

21.2 Upon  termination  of this Agreement for whatever  cause,  Webb & Flo shall
     immediately deliver to FS2 any Confidential Information belonging to FS2 as
     well as all  Software or such part thereof as may have been created and the
     Documentation.

21.3 Subject to Clause 13.4  termination  of this  Agreement will not affect any
     rights of the parties accrued to them up to the date of termination, or any
     rights and obligations which are intended to survive termination  including
     the license and incentive fees detailed in [*].

21.4 Upon  termination of this  Agreement  both parties will mutually  cooperate
     with each other on  commercial  terms to be agreed at the time to reach and
     agree on a proper Exit  Management  Strategy  where both parties  shall act
     reasonably at all times.

22.  Force Majeure

22.1 Neither  party  will be liable  for any delay in  performing  or failure to
     perform any of its obligations under this Agreement caused by events beyond
     its reasonable control ("Force Majeure Event").

22.2 The party  claiming the Force Majeure Event will promptly  notify the other
     in  writing  of the  reasons  for the  delay or  stoppage  (and the  likely
     duration)  and will  take all  reasonable  steps to  overcome  the delay or
     stoppage.

22.3 If that party has  complied  with  clause 22.2 its  performance  under this
     Agreement  will be suspended  for the period that the Force  Majeure  Event
     continues,  and the party will have an  extension  of time for  performance
     which  is  reasonable  and in any  event  equal to the  period  of delay or
     stoppage. As regards such delay or stoppage:

     22.3.1    any costs arising from the delay or stoppage will be borne by the
               party incurring those costs;

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<PAGE>

     22.3.2    either  party may,  if the delay or stoppage  continues  for more
               than 60 continuous days,  terminate this Agreement with immediate
               effect on giving  written  notice to the other and neither  party
               will be liable to the other for such termination; and

     22.3.3    the  party  claiming  the  Force  Majeure  Event  will  take  all
               necessary  steps  to  bring  the  Event  to a close  or to find a
               solution  by which the  Agreement  may be  performed  despite the
               Event.

23.  Notices

All notices to be given under this Agreement will be in writing and will be sent
to the address of the recipient shown on the front page of this Agreement or any
other address the  recipient  may  designate by notice given in accordance  with
this clause. Notices may be delivered personally, by first class pre-paid letter
or facsimile transmission. Notices will be deemed to have been received:

23.1 by hand delivery-at the time of delivery;

23.2 by first class post-48 hours after the date of mailing;

23.3 by   facsimile   transmission-immediately   on   transmission   provided  a
     confirmatory  copy is sent by first class  pre-paid  post or by hand by the
     end of the next business day.

24.  Waiver

No delay or failure by either  party to exercise  any of its  powers,  rights or
remedies  under  this  Agreement  will  operate as a waiver of them nor will any
single or partial exercise of any such powers,  rights or remedies  preclude any
other or  further  exercise  of them.  Any  waiver  to be  effective  must be in
writing.  The  remedies  provided  in  this  Agreement  are  cumulative  and not
exclusive of any remedies provided by law.

25.  Severability

If any part of this Agreement is found by a court of competent  jurisdiction  or
other competent  authority to be invalid,  unlawful or  unenforceable  then such
part will be severed from the remainder of this Agreement which will continue to
be valid and enforceable to the fullest extent permitted by law.

26.  Order of precedence

In the event of any  conflict or  inconsistency  between  the various  documents
forming this Agreement the body of this Agreement shall take precedence over the
Schedules.

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<PAGE>

27.  Whole agreement

27.1 This  Agreement is the complete and  exclusive  statement of the  agreement
     between the parties  relating to the subject  matter of this  Agreement and
     supersedes   all  previous   communications,   representations   and  other
     arrangements, written or oral.

27.2 Except as  otherwise  permitted by this  Agreement,  no change to its terms
     will be effective unless it is in writing and signed by persons  authorised
     on behalf of both parties.

28.  Third Party Rights

No one who is not a party to this  Agreement  is intended to or may benefit from
its terms because of the Contracts (Rights of Third Parties) Act 1999.

29.  Assignment

Either  party may  transfer  or assign  this  Agreement  with the prior  written
consent of the other party such consent not to be unreasonably withheld.

30.  Term

This Agreement shall commence on the date of signature and continue for a period
of five years with  either  party  having an option to renew for a further  five
years subject to the terms of this Agreement.

31.  Governing Law

This Agreement  will be construed in accordance  with and governed by the law of
England and Wales.  Any  dispute  arising  shall be  referred  to an  arbitrator
appointed  jointly by the  parties  or by the  President  of the Law  Society of
England  and  Wales in the  event of a  failure  to  agree.  Headings  have been
included for  convenience  only and will not be used in construing any provision
in this Agreement.

32.  Payments

32.1 All payments  pursuant to this Agreement shall be made by FS2 within thirty
     (30)  days of the due date at the end of the  quarter  or other  period  to
     which they  relate.  If any payment is required to be made on a day that is
     not a Business Day, it may be made on the next following Business Day.

32.2 If FS2 fails to pay in full on the due date any amount  which is payable to
     Webb & Flo pursuant to this Agreement then, without prejudice to clause 21,
     the amount  outstanding  shall  bear  interest,  both  before and after any
     judgment,  at two (2) percent per annum over the  Citibank US Dollar  prime
     lending  rate from time to time from the due date until  payment is made in
     full.

                                       21
<PAGE>

AS WITNESS the hands of the parties to this  Agreement or their duly  authorised
representatives on the date written on page 1 of this Agreement




EXECUTED AS A DEED by                       )
FS2 Limited acting by:-                     )

                                            Director
                                            Director/Secretary




EXECUTED AS A DEED by                       )
Webb & Flo Inc. acting by:-                 )

                                            Director
                                            Director/Secretary

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