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

                                                                   EXHIBIT 10.10

                                      DATED
                                      2002







                                   FS2 LIMITED                               (1)



                                       and



                          VIDECOM INTERNATIONAL LIMITED                      (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 Carlton
     Tower 34 St Pauls Street Leeds LS1 2QB ("FS2");

2.   VIDECOM  INTERNATIONAL LIMITED a company duly existing and registered under
     the laws of England  with  company  number  01928894  and whose  registered
     office is at Newtown Road Henley-On-Thames Oxon RG9 1HG ("Videcom")

RECITALS

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

B.   Videcom and FS2 have agreed to enter into this Agreement in order to record
     the terms upon  which  Videcom  will  provide  the  services  and  products
     determined and outlined in this Agreement to FS2

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 Videcom after the successful
     testing  of  each  release  of  the  application  against  the  Development
     Acceptance Criteria;

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

"BSP Travellink Application" means the internet-based travel application jointly
     developed by the Consortium Partners providing  distribution and settlement
     services to non-air vendors in the travel and tourism industries;

                                        1
<PAGE>

"Change of  Control"  means a change in the  identity  of the  shareholders  who
     control by voting rights the management and operation of a corporate body;

"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  Partners"  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  Europe  Limited  whose  registered
     office is at  Sterling  House 27  Hatchlands  Road  Redhill  Surrey RH1 6RW
     United Kingdom; and IATA;

"Deliverables" means the Software and the  Documentation and all other materials
     to be produced or used by Videcom  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
     Videcom 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;

                                        2
<PAGE>

"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  Videcom  to achieve a  transition  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;

"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;

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

"Milestone" means as regards any of Videcom'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;

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

                                        3
<PAGE>

"Personnel"  means any  individual  provided by Videcom to perform the  services
     required;

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

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

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

"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 to be developed by Videcom  specifically
     for FS2 under this Agreement as briefly described in the Project Definition
     Paper;

"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 Videcom) to whom
     is sub-contracted any part of the Project;

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

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

                                        4
<PAGE>

"Term" means the period indicated in clause 30;

"Territory" means the World;

"Third Party"  means  any  other  organisation  with  whom  Videcom  and/or  the
     Consortium Partners must cooperate.


2.   Conditions

2.1  This  Agreement is  conditional  upon  additional  funding of not less than
     US$1,500,000 being made available to FS2 by not later than 30 June 2002.

2.2  In the event that such  additional  funding is not made available to FS2 by
     30 June 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.

3.   Duties and obligations of Videcom

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

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

3.2  Videcom agrees to supply Licensed Software to provide part of the Service.

3.3  Videcom  acknowledges  that  the  Software  is to be  used  by  Videcom  in
     conjunction  with  the  Equipment.  Videcom  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.  Videcom  will
     neither be  entitled to any payment  nor  excused  from any  obligation  or
     liability under this Agreement because of any  misinterpretation  by FS2 of
     any fact relating to the  functions,  facilities  and  capabilities  of the
     Equipment or any part of them. Videcom 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.

3.4  Videcom  may  employ  Sub-Contractors  for  carrying  out  any  part of the
     Project.  Videcom 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.

                                        5
<PAGE>

3.5  Videcom  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,  Videcom  will use all  reasonable
     endeavours  to  achieve  completion  of each  Phase of the  Project  by the
     relevant Milestone in the Project Definition Paper.

3.6  Videcom shall be entitled in relation to the Software to do the acts in the
     United  Kingdom  restricted  by  copyright by virtue of the  Copyright  and
     Designs  Patents Act 1988  solely  insofar as this is  necessary  to enable
     Videcom 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.

3.7  Videcom will provide on going 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.

3.8  Videcom  will  prepare,  provide  to FS2  and  maintain  a set  of  initial
     technical and  functional  specifications  in electronic  format and in the
     English language within 60 days of the date of this Agreement.

3.9  Videcom 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.

3.10 Videcom shall deposit the current version of the BSP Travellink Application
     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 Videcom 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  as may be  reasonably  required  for the
     purposes  of  allowing  Videcom  to  fulfil  its  obligations   under  this
     Agreement;

4.4  provide  such  information  relating  to  IDFS'  business  as  Videcom  may
     reasonably  require  to allow  Videcom  fulfil its  obligations  under this
     Agreement;

4.5  actively  promote 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  make  payments  to  Videcom  for  Software,  Licensed  Software  and  other
     Deliverables as specified in [*];

                                        6
<PAGE>

4.7  reimburse  reasonable  travel and  accommodation  expenses to Videcom which
     shall not be incurred without the prior written consent of FS2.

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  Videcom acknowledges it has been supplied with sufficient information about
     the  business  requirements  of FS2 to enable it to provide and perform the
     Service required.

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

6.3  FS2  acknowledges  that  Licensed  Software  and all  modifications  to the
     Licensed Software provided as part of the Service shall remain the sole and
     exclusive  property of Videcom and that title to the Licensed Software will
     at all times remain vested in Videcom.  FS2's only interest in the Licensed
     Software will be that of a conditional licensee.

6.4  Upon  completion and  acceptance of the Software in accordance  with clause
     11,  Videcom will  conditionally  licence the  Licensed  Software to FS2 in
     connection only with the BSP Travellink Application for the duration of the
     Term.

6.5  FS2 may not use the Licensed Software in any other manner or with any third
     party. FS2 shall not permit,  authorise or enter into any  sub-licence,  or
     other  agreements with any third party for the use,  distribution,  sale or
     other transfer of the Licensed Software.

6.6  The licence referred to in this clauses 6 may be terminated by Videcom upon
     12  months  written  notice  to FS2 in the  event  that FS2 is  guilty of a
     material  breach of the terms of the  licence  which  breach if  capable of
     remedy is not  remedied  by FS2  within 28 days of  receipt  in  writing of
     notice of such breach.

6.7  Videcom  shall not be prevented or inhibited  from  developing  and selling
     other software products of a similar nature to the Software provided always
     that the development  and sale of such software  products does not directly
     compete with the BSP Travellink Application.

7.   Development

7.1  FS2  will  allow  Videcom  to  provide  a quote  for the  provision  of any
     Development Services to be undertaken by Videcom,  before seeking any offer
     for the provision of such services.

                                        7
<PAGE>

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

7.3  Videcom will  demonstrate to FS2 that any  enhancements or modifications to
     the  BSP  Travellink  Application  undertaken  by  Videcom  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 Videcom 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.

7.5  Notwithstanding any other provision in this Agreement,  Videcom 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 or any Third Party.

8.   Services to be provided by Videcom

Videcom hereby undertakes to FS2 to provide the following services:

8.1  For the development of the BSP Travellink Hub Videcom will:

     8.1.1     review overall systems architecture, including both logical and
               physical elements, and recommend solutions as necessary;

     8.1.2     define  communications  specification  based  upon  valuation  of
               available protocols;

     8.1.3     [*]

               8.1.3.1  [*]

               8.1.3.2  [*]

               8.1.3.3  [*]

               8.1.3.4  [*]

               8.1.3.5  [*]

               8.1.3.6  [*]

     8.1.4     [*]

               8.1.4.1 [*]

                                        8
<PAGE>

               8.1.4.2  [*]

     8.1.5     [*]

     8.1.6     [*]

               8.1.6.1 [*]

               8.1.6.2 [*]


8.2  For the development of the Vendor Link facility Videcom will:

     8.2.1 support the BSP Travellink vendor system;

     8.2.2 provide host/target system reformatting to be further defined;

     8.2.3 [*]

     8.2.4 ensure liaison and co-operation between Consortium Partners;

     8.2.5identify  any  potential  weaknesses  in the  overall  BSP  Travellink
          architecture and take action accordingly;

     8.2.6ensure the  technology  supporting  BSP Travellink is as up to date as
          possible and benefits from maximum efficiency and  effectiveness,  and
          takes into account changes in the relevant technologies;

     8.2.7 provide consulting services on an ad hoc basis;

     8.2.8participate in regular  multi-party or consortium  meetings throughout
          the lifecycle of the product;

     8.2.9provide Project  Management  including use of Resource  Management and
          Tracking, budget control and project life cycle techniques; and

     8.2.10  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.

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  Videcom will evaluate any such request and 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  within 10 working days of its receipt of
     FS2's request.

                                        9
<PAGE>

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

10.4 Minutes of these meetings will be taken by Videcom 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
     Videcom  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 Representative 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 Videcom  will  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.

                                       10
<PAGE>

11.2 If required by FS2, and subject to agreement  between the parties as to the
     associated  costs and  expenses,  Videcom will have no less than 2 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
     Videcom 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  not later  than 45 days  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 Videcom 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.

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 Videcom with reasonable prior written notice, 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
     Videcom from any of its obligations under this Agreement.

                                       11
<PAGE>

12.2 Videcom will permit FS2 or a Third Party,  not in direct  competition  with
     Videcom, of its choice to carry out audits at Videcom'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  forty-eight  (48) hours written notice to Videcom  before  commencing
     such audit.

13.  Payment Terms

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

13.2 Videcom  shall be entitled to  subscribe  for 1% of the initial  authorised
     share capital of FS2 at par value.

13.3 In  addition to the  payments  referred  to in clause  13.1  Videcom  shall
     receive the licence and incentive fees referred to in [*].

14.  Ownership-rights

14.1 All right, title and interest and Intellectual Property in the Deliverables
     shall at all  times  vest in FS2  unless  Videcom  have  used  pre-existing
     software  or provided  Licensed  Software in which  Videcom  already  holds
     intellectual  property  rights.  Both  parties to this  Agreement  agree to
     identify and record the respective  Intellectual  Property rights within 90
     days from the date of this Agreement.

14.2 Insofar  as it may be  necessary  to  give  effect  to  the  provisions  of
     sub-clause  14.1  Videcom  hereby  assigns  with full title  guarantee  all
     present and future Intellectual Property it may now or in the future own in
     the Deliverables.

14.3 Videcom 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 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,  Videcom 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 Videcom warrants and undertakes:

                                       12
<PAGE>

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

     15.1.2 that the Service will meet the base specification  and/or subsequent
          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 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 Videcom
          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 licensing 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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     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 meet and satisfy
          the business  requirements  of FS2 and the  Software  will provide the
          facilities  functions  and  standards  of  performance  set out in the
          Project  Definition  Paper for the duration of the Term  provided that
          all sums due from FS2 to Videcom  pursuant to this Agreement have been
          paid in a timely manner.

15.2 Without prejudice to any other rights and remedies of FS2 provided that all
     sums due from FS2 to Videcom pursuant to this Agreement have been paid in a
     timely  manner  Videcom  will be  responsible,  without  charge to FS2, for
     rectifying  within a reasonable  period of time by repair,  or at Videcom's
     option by supply of a replacement,  any defect which under proper use, care
     and maintenance appears in the Deliverables for the duration of the Term.

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 Videcom 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 Videcom is advised by legal  counsel that
     such  possession  or use is  likely  to  constitute  such an  infringement,
     Videcom  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  Videcom  is  required  to  indemnify  FS2 under the terms of this
     Agreement  the  indemnity,  provided  that all sums due from FS2 to Videcom
     pursuant  to  this  Agreement  have  been  paid  in  a  timely  manner,  is
     conditional upon FS2 (i) notifying  Videcom 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 Videcom (such consent not to be  unreasonably  withheld or
     delayed)  provided  that if FS2 intends to make any admission or settlement
     on grounds that Videcom has unreasonably withheld or delayed its consent it
     shall first give Videcom at least 21 days prior  notice of that  intention;
     and  (iii)  allowing   Videcom,   where  appropriate  to  have  conduct  of
     negotiations and/or proceedings  relating to such matter or claim or, where
     it is not  appropriate  for  Videcom to have  conduct of such  negotiations
     and/or proceedings,  FS2 complying with Videcom's reasonable request in the
     conduct of any such negotiations and/or proceedings.

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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.

     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

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<PAGE>

     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  Videcom 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 Videcom and FS2 will use all  reasonable  endeavours  to maintain  adequate
     skill levels in respect of the Personnel for the duration of the Term.

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

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 Videcom  will  maintain  in force at all times  insurance  with a reputable
     insurance  company covering third party liability and employer's  liability
     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 with immediate  effect on written
     notice:

     21.1.1 if the  other  party  ceases or  threatens  to cease to carry on its
          business;

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<PAGE>

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

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

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

     21.1.5 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 28 days of receipt in writing of notice of such
          breach.

21.2 Upon  termination  of this  Agreement  for whatever  cause,  Videcom  shall
     immediately deliver to FS2 any Confidential Information belonging to FS2 as
     well as all  Deliverables  including the source code and object code of the
     Software or such part thereof as may have been created following completion
     of all outstanding payments due to Videcom.

21.3 Upon   termination  of  this  Agreement  for  whatever  cause,   FS2  shall
     immediately  deliver to Videcom any Confidential  Information  belonging to
     Videcom as well as all the Licensed  Software  including the object code of
     the Licensed Software.

21.4 Upon termination of this Agreement for whatever cause, a period of not less
     than 12 months will be agreed between  parties to allow for the proper Exit
     Management  of  this  Agreement  and  the  parties  shall  use  their  best
     endeavours  to agree on the purchase of a perpetual  license by FS2 for the
     use  of  any  Licensed   Software   required  to  run  the  BSP  Travellink
     Application.

21.5 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.

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:

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<PAGE>

     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  Force  Majeure  Event  to a close  or to find a
          solution by which the  Agreement  may be  performed  despite the Force
          Majeure 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

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<PAGE>

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.

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  and  each  party  agrees  to  submit  to the  non-exclusive
jurisdiction of the courts of England and Wales. Headings have been included for
convenience  only and  will  not be used in  construing  any  provision  in this
Agreement.


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<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                       )
Videcom International Limited acting by:-   )

                                            Director
                                            Director/Secretary


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