EXHIBIT 10.2

                        AMENDMENT NO. 1 TO THE EMPLOYMENT
                            AGREEMENT BY AND BETWEEN
                  TRAVELNOW.COM INC AND JOHN CHRISTOPHER NOBLE


     This Amendment No. 1 dated as of January 1, 2000 ("Amendment No. 1") to
that certain Employment Agreement, dated October 1, 1999, (the "Agreement"), by
and between TRAVELNOW.COM INC., a Florida corporation (the "Company"), and JOHN
CHRISTOPHER NOBLE, has been made and entered into by and among the Company and
John Christopher Noble.

     WHEREAS, the Compensation Committee recommended to the Board of Directors
an increase in salary, effective January 1, 2000, for the remaining term of the
Agreement;

     WHEREAS, the Board of Directors approved and ratified the recommendation;

     WHEREAS, the parties desire to modify and amend certain terms in the
Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree to amend the Agreement as follows:

     Section 3. COMPENSATION; REIMBURSEMENT

     Section 3.1. Base Salary, of the Agreement shall be replaced entirely with
the following:

          For all services rendered by Executive under this Agreement, the
     Company shall pay Executive a base salary of One Hundred Fifty
     Thousand Dollars ($150,000) per annum, payable bi-weekly in equal
     installments (the "Base Salary"). The amount of the Base Salary may be
     increased at any time and from time to time by the Board of Directors
     of the Company, and shall be adjusted annually to reflect changes in
     the Consumer Price Index for the statistical area in which the
     residence of Executive is located. No such change shall in any way
     abrogate, alter, terminate or otherwise affect the other terms of this
     Agreement.

     Section 2. Defined Terms. All capitalized terms not defined herein shall
have the meanings assigned to them in the Agreement.

     Section 3. Counterparts. This Amendment No. 1 may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

     Section 4. Governing Law. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Missouri without regard
to its laws or regulations relating to conflicts of laws.

     Section 5. Entire Agreement. This Amendment No. 1 together with the
Agreement, embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all other prior
agreements and understandings relating thereto.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed as of the date first above written.


                                       EXECUTIVE

                                       By: /s/ John Christopher Noble
                                       ------------------------------
                                       Name: John Christopher Noble
                                       Title: Co-Chief Executive Officer


                                       TRAVELNOW.COM INC.

                                       By: /s/ Jeff Wasson
                                       -------------------
                                       Name: Jeff Wasson
                                       Title: Co-Chief Executive Officer