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


                                                                   EXHIBIT 10.12

                                      DATED
                                      2002







                                    FS2 LIMITED                              (1)



                                       and



                               THERMEON CORPORATION                          (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.   THERMEON  CORPORATION  whose  registered  office is at 12241 Newport Avenue
     Santa Ana CA 92705 USA ("Thermeon").

RECITALS

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

B.   Thermeon  and FS2 have  agreed  to enter  into this  Agreement  in order to
     record the terms upon which  Thermeon  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 Thermeon  after the  successful  testing of
     each  release  of  the  application  against  the  Development   Acceptance
     Criteria;

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

                                        1
<PAGE>


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

"BSP Carlink Interface"
     means  the  systems  and  processes  for  interfacing  the  BSP  Travellink
     Application with car rental reservation and booking systems;

"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;

"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 ("Thermeon"); and IATA;

                                        2
<PAGE>

"Deliverables"
     means the  Software  and the  Documentation  and all other  materials to be
     produced  or used by  Thermeon  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  Thermeon  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
     Thermeon 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  Thermeon'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
     Thermeon  to FS2  under  this  Agreement  where the  Intellectual  Property
     remains with Thermeon;

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

"Personnel"
     means any individual provided by Thermeon 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
     Thermeon under this Agreement;

"Rate Card"
     means the standard rate card terms of Thermeon 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 Thermeon
     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 Thermeon) 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 Thermeon 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  Thermeon  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 Thermeon when this Agreement becomes unconditional.

3.   Duties and obligations of Thermeon

In addition to the responsibilities of Thermeon detailed in clause 8:

3.1  Thermeon  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.

3.2  Subject to clause 4.9 Thermeon  acknowledges that the Licensed Software and
     Software are to be used in connection  with the BSP Travellink  Application
     and in conjunction with the Equipment.  Thermeon  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

                                        6
<PAGE>

     undertake  the Project in  accordance  with this  Agreement.  Thermeon 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  Thermeon  may  employ  Sub-Contractors  for  carrying  out any  part of the
     Project. Thermeon 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  Thermeon  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,  Thermeon 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  Thermeon  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 Thermeon 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  Thermeon 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  Thermeon 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  Thermeon 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  Thermeon 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

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

4.1  Make available to Thermeon all staff  reasonably  required to assist in the
     provision of the Service;

                                        7
<PAGE>

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  Thermeon to fulfil its obligations under this
     Agreement;

4.4  Provide such  information  relating to IATA's IDFS business as Thermeon may
     reasonably  require to allow Thermeon 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 Thermeon that
     shall not be incurred without the prior consent of FS2;

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

4.10 Make  payments  to  Thermeon  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  Thermeon acknowledges that it has been supplied with sufficient information
     about the business  requirements of FS2 to enable it to provide and perform
     the Service.

6.2  Thermeon  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.

                                        8
<PAGE>

6.4  Thermeon 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  Thermeon 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  Thermeon  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 Thermeon  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  Thermeon  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 Thermeon pursuant to [*].

7.   Development

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

7.2  If the parties agree that Thermeon  will provide any  Development  Services
     Thermeon  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  Thermeon will  demonstrate to FS2 that any enhancements or modifications to
     the  BSP  Travellink  Application  undertaken  by  Thermeon  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  Thermeon  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, Thermeon 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 Thermeon

8.1  Thermeon hereby undertakes to FS2 to:

     8.1.1     [*]


     8.1.2     [*]


     8.1.3     [*]


     8.1.4     [*]


     8.1.5     ensure liaison and co-operation between Consortium Participants;

     8.1.6     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;

     8.1.7     develop the BSP Carlink Interface in accordance with the industry
               needs in order to  maximise  the  impact and  potential  of sales
               therein;

     8.1.8     provide Project Management  including use of resource  management
               and tracking, budget control and project life cycle techniques;

     8.1.9     provide consulting services on an ad hoc basis; and

     8.1.10    participate  in  regular   multi-party  or  consortium   meetings
               throughout the lifecycle of the Project.

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  Thermeon  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.

                                       10
<PAGE>

9.3  Should FS2 wish to  proceed  with the  proposed  change,  it will  instruct
     Thermeon in writing of its wish after receipt of Thermeon'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  Thermeon and FS2 Thermeon 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.

10.2 Thermeon 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 Thermeon 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
     Thermeon  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
<PAGE>

11.  Acceptance Procedure

11.1 FS2 and Thermeon 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, Thermeon 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
     Thermeon 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 Thermeon elect at its option:

     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.

                                       12
<PAGE>

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

12.  Inspection

12.1 Subject to providing  Thermeon 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  Thermeon  from  any of its
     obligations under this Agreement.

12.2 Thermeon will permit FS2 or a Third Party,  not in direct  competition with
     Thermeon,  of its choice to carry out audits at  Thermeon'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 Thermeon  before  commencing
     such audit.

13.  Payment Terms

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

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

13.3 In addition to the  payments  referred  to in clause  13.1  Thermeon  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  Thermeon  have  used
     pre-existing  software or  provided  Licensed  Software  in which  Thermeon
     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  Thermeon  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 Thermeon already holds Intellectual Property Rights).

                                       13
<PAGE>

14.3 Thermeon  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  Thermeon  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, Thermeon 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 Thermeon 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;

     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 Thermeon  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;

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<PAGE>

     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;

     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 Thermeon will be
     responsible,  without  charge to FS2,  for  rectifying  within a reasonable
     period  of  time  by  repair,  or  at  Thermeon'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 Thermeon 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 Thermeon is advised by legal counsel that
     such  possession  or use is  likely  to  constitute  such an  infringement,
     Thermeon  will  without  prejudice  to any other rights and remedies of FS2
     promptly and at its own expense and at FS2s option:

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<PAGE>

     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  Thermeon  is required  to  indemnify  FS2 under the terms of this
     Agreement the  indemnity is  conditional  upon FS2 (i)  notifying  Thermeon
     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 Thermeon  (such consent not to
     be unreasonably  withheld or delayed)  provided that if FS2 intends to make
     any  admission  or  settlement  on grounds that  Thermeon has  unreasonably
     withheld or delayed  its  consent it shall first give  Thermeon at least 21
     days prior notice of that  intention;  and (iii) allowing  Thermeon,  where
     appropriate to have conduct of negotiations and/or proceedings  relating to
     such matter or claim or, where it is not  appropriate  for Thermeon to have
     conduct  of  such  negotiations  and/or  proceedings,  FS2  complying  with
     Thermeon's  reasonable  request  in the  conduct  of any such  negotiations
     and/or proceedings.

18.  Confidentiality

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;

                                       16
<PAGE>

     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

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

18.4 Nothing in this Agreement will prevent  Thermeon 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 Thermeon and FS2 will use all reasonable  endeavours to maintain continuity
     in respect of the Personnel for the duration of the Term.

19.2 Thermeon  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  Thermeon  shall  ensure  that  no  Intellectual  Property  in the
     Deliverables will vest in any Personnel.

                                       17
<PAGE>

19.4 FS2 will not solicit any employees or  Sub-Contractors of Thermeon 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 Thermeon .

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 Thermeon  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:

     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,  Thermeon  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.

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<PAGE>

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;

     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:

                                       19
<PAGE>

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.

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.

                                       20
<PAGE>

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
     Thermeon  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                       )
Thermeon Corporation acting by:-            )

                                             Director
                                             Director/Secretary

                                       22