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                        [SkyAuction.com, Inc. Letterhead]


                                             PERSONAL AND CONFIDENTIAL

                                                      As of ________, 2000


Mr. Gerald L. Rydberg
[Address]
[Address]

Dear Gerald:

                  This is to confirm our mutual understanding with respect to
your employment by SkyAuction.com, Inc. (the "Company"), as follows:

                  1. Employment; Authority. The Company hereby agrees to employ
you, and you hereby agree to be employed by the Company, on the terms and
conditions set forth in this letter. You will serve the Company as its Chief
Technology Officer with all the responsibility and authority customarily
associated with such position. You also agree to perform such duties and
services, and to have such other responsibilities, as the Company's Board of
Directors may, from time to time, assign to you consistent with your position.
You hereby represent and warrant to the Company that you are not now under any
contractual obligation to any third party that is inconsistent with the terms of
this letter or that would prevent, limit or impair in any way your performance
of your duties under this letter.

                  2. Compensation. As full compensation for all services
provided and duties performed by you during your employment by the Company under
the terms of this letter, you will be entitled to receive:

                     a. Options. You shall be issued options to acquire 13,000
shares of the Company's common stock (the "Common Stock"), par value $.01 per
share (the "Options"). The Options shall have an exercise price of $71.84 per
share. The Options shall vest and become exercisable according to the following
schedule: (i) 40% of the Options shall vest and become exercisable on the date
of the Company's initial public offering of it's Common Stock (the "Initial
Public Offering") and (ii) 30% of the Options shall vest and become exercisable
on each of the first two anniversaries of the date of the Initial Public
Offering. Notwithstanding anything herein, if you are employed by the Company as
its Chief Technology Officer on and through September 30, 2001, all Options
which have not vested prior to such date shall vest immediately, provided,
however, that the Options shall become exercisable only according to the above
schedule. The Options are subject to the provisions of the Company's 2000
Omnibus stock option plan.

                     b. Benefits. During your employment hereunder, you shall be
entitled to all benefits generally available to the Company's senior executives
and for which you may qualify, inclusive of hospitalization and major medical
insurance, health and disability insurance, any supplemental retirement plans or
benefits and any perquisites that are generally made available to executives of
the Company, provided, however, that no Benefits shall require

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Mr. Gerald L. Rydberg
as of April 30, 2000
page 2


the Company to make any payment or contribution to or on behalf of you. All
benefits and perquisites to which you are entitled pursuant to this paragraph
are sometimes referred to herein as your "Benefits".

                     c. Certain Changes. While the Company retains the right to
change, eliminate, discontinue or substitute any plan, program or benefit, or
any provision thereof, the Company agrees with you that upon any such change,
elimination, discontinuation or substitution there will be a replacement plan,
program or benefit under the terms of which you will have no less of an
opportunity to receive an equal or greater benefit than as currently provided;
provided, however, that no such change, elimination, discontinuation or
substitution will (x) reduce your number of Options or (y) eliminate or reduce
any of the Benefits that you are otherwise entitled to receive (but have not yet
received) on the date that any such change, elimination, discontinuation or
substitution becomes effective.

                     d. Tax Reporting. All compensation received by you pursuant
to this letter (whether specified in this Section 2 or not) are subject to all
applicable tax withholding by the Company. In addition, you acknowledge and
agree that all payments to be made to you as Options or otherwise under this
letter shall, to the extent required by law, be reported for all tax purposes as
compensation for services rendered, and you shall not state or claim any
different position in any tax return or report (or any audit thereof).

                  3. Expenses. During your employment hereunder, the Company
will reimburse you for your travel and other expenses incident to your providing
services and performing duties under this letter, in conformity with the
Company's regular policies from time to time in effect regarding reimbursement
of expenses, with the proviso that such reimbursement will only be made upon
presentation of expense vouchers in such detail as may from time to time be
necessary for the Company to comply with all applicable tax and accounting
requirements.

                  4. Term.

                     a. The term of your employment under this letter commenced
on April 30, 2000 and shall continue until April 30, 2003 or such other date as
may be determined in accordance with Section 4.b. below (the "scheduled term"),
unless earlier terminated by reason of death, Disability (as defined below),
termination by you after the occurrence of a Change in Opportunity (as defined
below) or otherwise or termination by the Company (with or without Cause (as
defined below))(in each case, and subject to any provisions in this Section 4 or
in Section 5, upon no less than 30 days' prior written notice).

                     b. At any time no more than six months and no less than
three months prior to the termination of the then current scheduled term (as
such may have been extended) you or the Company may notify each other, in
writing, of a lack of intention to extend the term of your employment by the
Company under this letter beyond the then current scheduled term, in which case
your employment by the Company under this letter shall end upon the expiration
of the scheduled term. In the absence of such notice, at the end of the then

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Mr. Gerald L. Rydberg
as of April 30, 2000
page 3


current scheduled term, the scheduled term under this letter will be
automatically extended by twelve months.

                  5. Consequences of Termination.

                     a. Death or Disability. Anything herein to the contrary
notwithstanding, if your employment under this letter is terminated early (i.e.,
before expiration of the scheduled term) by reason of your death or your
Disability (as defined below), you (or your estate, as the case may be) shall be
entitled to receive your Options and all other amounts owing to you in respect
of your services under this letter through the date of such termination
(including any Benefits that by their terms continue thereafter), but the
Company shall have no further liability or obligation whatsoever to you
hereunder.

                     b. Termination without Cause. If your employment under this
letter is terminated early (i.e., before expiration of the scheduled term) by
the Company without Cause or by you voluntarily within 90 days after the
occurrence of a Change in Opportunity (as defined below), you shall be entitled,
in lieu of any other or further compensation of any kind from the Company (other
than your vested rights in any retirement, life insurance, disability insurance
or other pension or benefit plan of the Company), to receive severance (your
"Severance") consisting of:

                        (1) Your Benefits (to the extent permitted by applicable
law and the terms of any applicable plans, in each case as if you continued as
an active employee or, if the Company is not able to provide any such Benefit to
you, the economic equivalent thereof) until the expiration of the scheduled
term; and

                        (2) You shall retain all Options, all of which shall be
or shall become vested as of the date of termination of your employment. Such
Options may be exercised by you according to the schedule in Section 2(a).

In the event that the termination of your employment pursuant to this Section
5.b. is initiated by the Company, your employment shall not be deemed to have
been terminated pursuant to this Section 5.b. unless there shall have been
delivered to you a copy of a notice of termination from the Company (no less
than 30 days prior to the effective date of such termination, or, in the event
of non-extension of the scheduled term as provided in Section 4.b. as described
therein) providing, in reasonable detail, a description of the reasons therefor,
and unless you have had an opportunity, together with your counsel, to be heard
before the Company's Board of Directors.

                     c. Termination with Cause. If your employment under this
letter is terminated by the Company with Cause, the Company shall (without
limiting any right or remedy to which it may be entitled) be obligated to
continue to provide you Benefits until the effective date of such termination,
but shall have no further liability or obligation whatsoever to you hereunder;
provided, however, that nothing in this provision shall be interpreted so as to
limit any Benefits to which you or your dependents or estate are entitled
according to the specific

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Mr. Gerald L. Rydberg
as of April 30, 2000
page 4


terms of any applicable employee benefit plan, program or practice after such
termination of your employment.

                     d. Termination by You. Subject to the provisions of Section
2(a) herein, if your employment under this letter is terminated early by you
(other than voluntarily within 90 days after the occurrence of a Change in
Opportunity (as defined below) in accordance with Section 5.b. of this letter),
the Company shall (without limiting any right or remedy to which it may be
entitled) be obligated to continue to provide you Benefits until the effective
date of such termination, but shall have no further liability or obligation
whatsoever to you hereunder; provided, that nothing in this provision shall be
interpreted so as to limit any Benefits to which you or your dependents or
estate are entitled according to the specific terms of any applicable employee
benefit plan, program or practice after such termination of your employment.

                  6. Certain Definitions. For purposes of this letter, the
following definitions shall apply:

                           "Cause" means: (i) willful and repeated failure or
         refusal to perform your duties; (ii) embezzlement or similar criminal
         misappropriation of Company funds; (iii) conviction of a crime
         constituting a felony that will have a material adverse effect on the
         Company; or (iv) a material breach of any term of this letter;
         provided, in each case, that your employment shall not be deemed to
         have been terminated for Cause unless (x) you shall have been provided
         a notice from the Company's Board of Directors no less than 30 days
         prior to the effective date of such termination stating that any event
         that had occurred or, in the event of clause (iii) above, that will
         occur, constitutes Cause and that the Board of Directors intends to
         terminate your employment for Cause pursuant to Section 5.c hereof and
         describing in reasonable detail, the reasons therefor, and (y) you have
         had both an opportunity to cure such Cause and, together with your
         counsel, to be heard before the Company's Board of Directors during
         such 30-day period.

                           "Change in Opportunity" means, without your express
         written consent, any of the following:

                            (i) the assignment to you of any duties materially
         inconsistent with your position, authority, duties or responsibilities
         as contemplated hereby, or any other action by the Company that results
         in a material diminution of such position, authority, duties or
         responsibilities;

                           (ii) the Company's requirement that you move your
         personal residence or perform your principal executive functions
         outside of Manhattan;

                           (iii) the Company's requirement that you report to an
         executive other than the Chairman or the Company's Board of Directors;
         or

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Mr. Gerald L. Rydberg
as of April 30, 2000
page 5


                           (iv) the failure of the Company to provide you with a
         total compensation package substantially equivalent to that set forth
         in this letter or any other material breach by the Company of the terms
         herein;

         provided, in each case, that you shall not be deemed to have terminated
         your employment for "Change of Opportunity" unless there shall have
         been delivered to the Company a copy of a notice of termination from
         you (no less than 30 days prior to the effective date of such
         termination) providing, in reasonable detail, a description of the
         reasons therefor, and unless the Company shall have had an opportunity
         to cure any events causing such Change of Opportunity.

                           "Disability" means your inability to perform your
         duties in any material manner by reason of physical or mental
         disability for a period of six consecutive months, or for a period of
         more than nine months in the aggregate in any twelve-month period.

                  7. Non Competition; Non Solicitation. You agree that, without
the prior express written consent of the Company's Board of Directors, you shall
not, during your employment hereunder, and for a period of 12 months after such
termination, or if you voluntarily terminate your employment hereunder (other
than termination pursuant to Section 6.b. herein) or if your employment
hereunder is terminated by the Company for Cause, for 24 months after such
termination: (i) directly or indirectly, employ or hire as a consultant or
solicit for employment or consulting, any officer or other employee of the
Company; or (ii) enter into or accept an employment position or any other
situation or arrangement with an organization or person or establish an entity
that markets or sells distressed and excess airline, hotel and other travel
services.

                  8. Confidentiality. You acknowledge that you now have and will
have access to and become acquainted with proprietary and confidential
information regarding the Company and its customers that constitute valuable
assets of the Company and that is not available to the public. Accordingly, you
agree that you will not during the term of this letter or at any time
thereafter, directly or indirectly, (i) use or disclose such information, except
as is necessary and appropriate in connection with the rendering by you of
services to the Company under this letter, or (ii) make, or cause to be made,
any statement or publication about or concerning the Company or its shareholders
(or any fiduciary or beneficiary of any shareholder that is a trust or an
estate) which you reasonably believe not to be in the best interests of, or
necessary for the proper conduct of the businesses of, the Company or its
shareholders (or any fiduciary or beneficiary of any shareholder that is a trust
or an estate), other than statements or publications that are consistent with
your supervision of the corporate communication function of the Company as it
relates to your duties or that you reasonably believe to be necessary to protect
and enforce your rights under this letter. Nothing herein is intended to limit
or affect any responsibility you may have under any generally applicable policy,
practice or procedure of the Company.

                  9. No Disclosure. The financial arrangements contemplated
hereby are sensitive and highly confidential, and, so long as you remain
employed by the Company, you will not use, disclose or make any public
announcement regarding such financial arrangements


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Mr. Gerald L. Rydberg
as of April 30, 2000
page 6


without the prior written consent of the Company (by its Board of Directors or
its chairman), except: (i) as may be required by applicable law; (ii) disclosure
in connection with your own personal tax or financial affairs; or (iii) as may
be required in order to enforce any term or provision hereof.

                  10. Injunctive Relief. You acknowledge and agree that if any
provision of Section 7, 8 or 9 hereof is violated, the Company will immediately
and irreparably be harmed, will not have an adequate remedy at law and will be
entitled to immediate relief enjoining such violation or threatened violation
(including without limitation temporary and permanent injunctions and/or a
decree for specific performance) in any court or judicial body having
jurisdiction over such claim, without the necessity of showing any actual damage
or posting any bond or furnishing any other security, and without having to
pursue any arbitration as provided below.

                  11. Arbitration; Legal Fees. Any dispute that may arise
between you and the Company in connection with your employment hereunder,
including, without limitation, the terms or interpretation of this letter as
they relate to the existence of Cause, Change in Opportunity and the terms
concerning termination of employment upon such events, either during or
following termination of your employment hereunder shall be submitted to
arbitration before three arbitrators in the City of New York under the then
applicable rules of the American Arbitration Association. Judgment on any award
rendered may be entered in any court of the forum having jurisdiction. If the
arbitrators find that the Company has breached the substantive terms of this
letter and the Company in doing so acted capriciously, maliciously, or in bad
faith, then the Company shall pay for all of your costs and expenses, including
reasonable attorney's fees, arising from such proceeding.

                  12. Miscellaneous.

                     a. Notice. All notices and other communications provided
for hereunder shall be in writing (including by telex or facsimile transmission)
and mailed or sent or delivered at the addresses specified below. All such
notices and communications shall be given by hand, telex or facsimile
transmission; provided that, in the event that telex and facsimile transmission
facilities are not operational, such notices and communications may be given by
mail, but the sender shall use reasonable efforts to confirm facsimile
transmission facilities shall become operational. All such notices and
communications shall be effective when delivered by hand, or, in the case of
mail, upon the earlier of receipt and confirmation by telex or facsimile
transmission as provided below, or, in the case of facsimile transmission, when
sent as addressed as set forth herein and confirmation of delivery is received,
or, in the case of telex, when the telex is sent and the appropriate answer back
is received. The address for you is set forth in the beginning of this letter.
The address for the Company is as follows:

                  SkyAuction.com, Inc.
                  501 Madison Ave.
                  14th Floor
                  New York, NY 10022
                  Telecopy No.:  (212) 486-9751

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Mr. Gerald L. Rydberg
as of April 30, 2000
page 7


                  Attention:  Chairman

                  with copies to:

                  Proskauer Rose LLP
                  1585 Broadway

                  New York, New York  10036-8299
                  Telecopy No.:  (212) 969-2900
                  Attention:  Jeffrey A. Horwitz, Esq.

Each party to this letter may, from time to time, change its notice address or
copy address or add or substitute a copy party and a copy address, by giving
notice to the other party in the manner provided in this paragraph.

                     b. Entire Agreement. This letter (inclusive of any annex
hereto) contains the entire understanding and agreement of the parties with
respect to the subject matter hereof, and all prior negotiations, proposals and
agreements (whether written or oral) between them (or their respective
affiliates) relating to the subject matter hereof have, to the extent relating
to such subject matter, been superseded hereby. No agreements or representations
(whether oral or otherwise, express or implied) that are not expressly set forth
in, but that relate to the subject matter of, this letter have been made by
either party.

                     c. Amendment; Waiver. Neither this letter nor any provision
hereof may be amended or modified except in a writing signed by the party
against which enforcement of such amendment or modification is sought. No
failure or delay of any party in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
any such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of each party
under this letter are, unless otherwise specifically provided herein, cumulative
and not exclusive of any rights or remedies that such party may otherwise have.
No waiver by either party of any provision of this letter nor any consent by
either party to any departure by the other party from any provision of this
letter shall in any event be effective unless the same shall be in writing (by
the party against which enforcement of such waiver or consent is sought), and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given. No notice or similar
communication by one party to the other shall entitle such other party to any
other or further notice or similar communication in similar or other
circumstances, except as specifically provided herein.

                     d. Severability. If any one or more of the provisions of
this letter shall be invalid, illegal or unenforceable in any respect, it shall
be ineffective only to the extent of such invalidity, illegality or
unenforceability, and shall not in any way affect or impair the validity,
legality and enforceability of the balance of such provision or any other
provision contained herein. Each party shall endeavor in good faith negotiations
to replace the invalid, illegal or unenforceable provision(s) (or such portion
thereof) with such valid, legal and enforce-


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Mr. Gerald L. Rydberg
as of April 30, 2000
page 8


able provision(s), the economic effect of which on the respective parties is as
close as possible to that of the invalid, illegal or unenforceable provision(s).

                     e. Successors and Assigns. This letter shall be binding
upon and inure to the benefit of the respective successors and permitted assigns
of the parties hereto; provided, that no party may, without the prior written
consent of the other, assign, transfer or delegate this letter or any of such
party's rights or obligations hereunder (whether directly or indirectly, by
operation of law or otherwise) to any other person, firm or entity.

                     f. Rights of Third Parties. Anything in this letter to the
contrary notwithstanding, no person, firm or entity shall be entitled to the
benefit of, or to enforce, any provision hereof other than the parties hereto
(and their heirs, permitted successors and assigns).

                     g. Survival. The respective rights and obligations of you
and the Company as provided herein shall survive the termination or expiration
hereof to the extent necessary to the intended preservation of such rights and
obligations.

                     h. Governing Law. This letter shall be construed and
interpreted according to the laws of the State of New York, without reference to
such State's principles governing conflicts of laws.

                     i. Headings. The headings used herein are for convenience
of reference only, are not part of this letter and are not intended to affect
the construction, or to be taken into account in the interpretation, of this
letter.

                     j. Counterparts; Effect. This letter may be signed in
counterparts with the same effect as if the signatures were all upon the same
instrument; provided, that no party shall be bound hereto unless and until all
parties have executed and delivered this letter (or a counterpart).


<PAGE>


Mr. Gerald L. Rydberg
as of April 30, 2000
page 9


                  Please confirm your agreement with the foregoing by signing
and returning to us at least two copies of this letter.

                                           Sincerely,

                                           SKYAUCTION.COM, INC.

                                           By:   /s/ Michael N. Hering
                                                 --------------------------
                                                  Michael N. Hering
                                                  President & CEO

AGREED TO AND ACCEPTED:

/s/ Gerald L. Rydberg
------------------------
Gerald L. Rydberg