<PAGE>

Exhibit  10.1

                              EMPLOYMENT AGREEMENT


     THIS  AGREEMENT  is entered into as of the 1st day of January, 2003, by and
between  Pegasus  Solutions,  Inc.,  a  Delaware corporation (the "Company") and
Joseph  W.  Nicholson  (the  "Executive").

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that  it  is  essential  and  in  the  best  interest  of  the  Company  and its
stockholders  to  enter  into  this  Agreement  to  retain  the  services of the
Executive  and  to  ensure  his  continued  dedication  and  efforts;  and

     WHEREAS,  in  order  to  induce  the  Executive  to enter into and continue
employment  by  the  Company,  the Company desires to provide the Executive with
certain  benefits  during  the  term  of  his  employment  and, in the event his
employment  is  terminated,  to  provide  the  Executive  with  the benefits and
payments  described  herein.

     NOW,  THEREFORE,  in  consideration  of  the  respective  agreements of the
parties  contained  herein,  it  is  agreed  as  follows:

1.     EMPLOYMENT  TERM.

The  "Employment  Term"  commenced on January 1, 2000 (the "Effective Date") and
shall  expire on the fourth anniversary of the Effective Date provided that such
term  will  be  automatically renewed and extended indefinitely after the fourth
anniversary  of  the  Effective Date until terminated as provided herein, in the
event  Executive  remains  in  the  employ  of  the  Company  after  the  fourth
anniversary  of  the  Effective  Date.

2.     EMPLOYMENT.

(a)     Subject  to  the  provisions  of Section 7 hereof, the Company agrees to
continue  to  employ  the  Executive  and  the Executive agrees to remain in the
employ  of  the Company during the Employment Term.  During the Employment Term,
the  Executive  shall  be  employed  as  the Executive Vice President, Strategic
Planning  and Corporate Development of the Company.  The Executive shall perform
the  duties,  undertake  the  responsibilities  and  exercise  the  authority
customarily performed, undertaken and exercised by persons situated in a similar
executive  capacity.  Executive  shall  also  promote,  by  entertainment  or
otherwise,  the  business  of  the  Company.

(b)     During the Employment Term, excluding periods of vacation and sick leave
to  which  the  Executive is entitled, the Executive agrees to devote reasonable
attention  and  time  during usual business hours to the business and affairs of
the  Company  to the extent necessary to discharge the responsibilities assigned
to  the Executive hereunder.  The Executive may (1) serve on corporate, civil or
charitable boards or committees, (2) manage personal investments and (3) deliver
lectures  and  teach  at educational institutions, so long as such activities do
not  significantly  interfere  with  the  performance  of  the  Executive's
responsibilities  hereunder.  It  is expressly understood and agreed that to the
extent  that  any  such activities have been conducted by the Executive prior to
the  Effective Date, the continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the Effective Date
shall  not  thereafter  be  deemed  to  interfere  with  the  performance of the
Executive's  responsibilities  to  the  Company.

<PAGE>



1.     COMPENSATION.

(a)     Base Salary.  Beginning on the Effective Date, the Company agrees to pay
or  cause  to be paid to the Executive an annual base salary as mutually agreed,
and  as  may be increased from time to time by the Compensation Committee of the
Board (hereinafter referred to as the "Base Salary").  Such Base Salary shall be
payable  in  accordance with the Company's customary practices applicable to its
executives.

(b)     Annual  Bonus.  In  addition  to  Base  Salary,  the  Executive shall be
awarded,  for  each  fiscal  year  ending  during the Employment Term, an annual
discretionary  bonus  (the  "Annual  Bonus")  in  accordance  with the terms and
conditions of the bonus plan approved by the Compensation Committee.  Any actual
payment  or  award  under such Annual Bonus plan, and the size of any payment or
award, will be in accordance with the terms of the plan.  Each such Annual Bonus
shall  be paid no later than the end of the third (3rd) month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive  shall  elect  to  defer  the  receipt  of such Annual Bonus as may be
permitted  by  the  Company's  Executive  Deferred  Compensation  Plan.

(c)     Life  Insurance. Executive shall be entitled to the continuation of such
life  insurance  coverage,  if any, at the Company's expense, as is currently in
effect  as  of  the  date  of  this  Agreement.

4.     EMPLOYEE  BENEFITS.

     During  the  Employment  Term  and  beginning  on  the  Effective Date, the
Executive  shall  be  entitled  to  participate  in  all employee benefit plans,
practices and programs maintained by the Company and made available to employees
generally,  including,  without  limitation,  all  pension,  retirement,  profit
sharing,  savings,  medical, hospitalization, disability, dental, life or travel
accident  insurance  benefit  plans.  Unless  otherwise  provided  herein,  the
compensation  and  benefits  under,  and  the Executive's participation in, such
plans,  practices  and  programs  shall  be  on  the same basis and terms as are
applicable  to  employees  of  the Company generally, but in no event on a basis
less  favorable  in  terms  of benefit levels and coverage than offered to other
similarly  situated  executives  of the Company.  The Company may reduce benefit
levels  if such changes are part of broad-based changes in the Company's benefit
programs  offered  generally  to  all employees.  Notwithstanding the foregoing,
except  as otherwise set forth herein, nothing herein shall obligate the Company
to  adopt  such  plans,  practices  or  programs.

5.     EXECUTIVE  BENEFITS.

(a)     Executive  shall  be  entitled  to  participate  in  the  Company's
Executive  Deferred  Compensation Plan, as approved and adopted by the Company's
Board  of  Directors  September  10,  2002 (the "Executive Deferred Compensation
Plan")  supplemental  medical  or  life  insurance  or  other bonus or incentive
compensation  plans  applicable to executives of the Company; provided, however,
the  grant  of a stock option or other form of stock compensation in any year is
not  guaranteed  and  will  be  dependent  on  the  Board's  evaluation  of  the
Executive's  performance.  Notwithstanding  the  provisions  of  the  Executive
Deferred Compensation Plan, for purposes of the Restoration Contribution and the
Employer  Contribution  components  (each  as  defined by the Executive Deferred
Compensation  Plan)  of  the  Executive  Deferred Compensation Plan, Executive's
Compensation (as defined by the plan) for 2003 and each year thereafter shall be
equal to the greater of (i) the amount of Executives 2002 annual base salary and
target  bonus  or  (ii) the actual annual base salary and bonus paid during that
year. Unless otherwise provided herein, the compensation and benefits under, and
the  Executive's  participation  in,  such  plans shall be on the same basis and
terms  as  other  similarly  situated  executives of the Company.  No additional
compensation  provided  under  any  of  such  plans shall be deemed to modify or
otherwise  affect  the  terms  of  this  Agreement  or  any  of  the Executive's
entitlements  hereunder.  Notwithstanding the foregoing, except as otherwise set
forth  herein,  nothing  herein  shall obligate the Company to adopt such plans,
practices  or  programs.

(b)     Supplemental Executive Retirement Plan.  The Executive shall be entitled
to  participate  in  the  Company's  Supplemental  Executive Retirement Plan, as
amended  and  approved  by  the  Board  of  Directors September 10, 2002, and as
hereafter  amended  provided  that  Executive  has  agreed  in  writing  to such
amendment.
<PAGE>

(c)     Stock  Plans.  Executive  shall  be  entitled  to  participate  in  the
Company's  stock  incentive  plans, employee stock purchase plans and such other
stock-related  plans  as  may  be  applicable  to  executives  of  the  Company.


(d)     Fringe  Benefits  and  Perquisites.  During  the  Employment  Term,  the
Executive  shall  be  entitled  to all fringe benefits and perquisites generally
made  available  by  the  Company to its executives.  Effective January 1, 2003,
Executive  shall  be  entitled  to  participate  in  the  Executive Benefits and
Perquisite  Plan  approved  and  adopted  by the Company's Board of Directors on
September  10,  2002 and as hereafter amended provided that Executive has agreed
in  writing  to  such amendment.  Unless otherwise provided, the fringe benefits
and  perquisites  provided to Executive shall be on substantially the same basis
and  terms  as  other  similarly  situated  executives  of  the  Company.

(e)     Expenses.  The  Executive  shall be entitled to receive reimbursement of
all  expenses  reasonably  incurred  in  connection  with  the  performance  of
Executive's  duties hereunder or for promoting, pursuing or otherwise furthering
the  business  or  interests  of  the  Company in accordance with the accounting
procedures  and  expense reimbursement policies of the Company as it shall adopt
from  time  to  time.

6.     VACATION  AND  SICK  LEAVE.

     During  the Employment Term, at such reasonable times as the Board shall in
its  discretion  permit, the Executive shall be entitled without loss of pay, to
absent  himself  voluntarily  from  the performance of his employment under this
Agreement,  provided  that:

(a)     The  Executive  shall  be entitled to annual vacation in accordance with
        the  policies  as  periodically  established  by  the  Board.

(b)     The  Executive  shall be entitled to sick leave (without loss of pay) in
        accordance  with  the  Company's  policies.  as  in  effect  from  time
        to time.

7.     TERMINATION.

     During  the  Employment  Term,  the Executive's employment hereunder may be
     terminated  under  the  following  circumstances:

(a)     Cause.  The  Company  may  terminate  the  Executive's  employment
        for "Cause".  A  termination  of  employment  is  for  "Cause"  if
        the  Executive:

(1)     has  been  convicted  of  or  plead guilty or no contest to a
        felony; or

(2)     intentionally  engaged  in  conduct which is demonstrably and
        materially injurious  to  the  Company,  monetarily  or  otherwise
        or from which Executive derives  an  improper  material  personal
        benefit;  provided,  however, that no termination  of  the
        Executive's  employment shall be for Cause as set forth in this
        clause  (2)  until:

        (i)     there  shall  have  been  delivered to the Executive a copy
                of a written notice  setting  forth that the Executive was
                guilty of the conduct set forth in this clause (2) and
                specifying the particulars thereof in reasonable detail; and

        (ii)    the  Executive  shall  have been provided an opportunity to
                be heard by the  Board  (with  the assistance of the
                Executive's counsel if the Executive so desires).  No  act,
                nor  failure  to  act,  on  the  Executive's  part shall be
                considered  "intentional"  unless Executive has acted, or
                failed to act, with an absence of good faith and without a
                reasonable belief that Executive's action or failure  to
                act  was  in  the  best  interest  of  the  Company.

<PAGE>


(3)     commits  gross  malfeasance or intentionally fails to perform the
        duties of  the  Executive's position; provided, however, the
        Company shall first notify the  Executive  in  writing  stating
        with  reasonable specificity the action or inaction  of  the
        Executive  which  forms  the  basis  for  such notice and the
        Executive  fails to cure such malfeasance or failure within ten
        (10) days of the date  of  such  notice;  or

(4)     violates  any  valid  non-competition or non-disclosure agreement
        or the Company's  insider  trading  policy,  if  any.

Notwithstanding anything contained in this Agreement to the contrary, no failure
to  perform  by  the  Executive  after  a  Notice of Termination is given by the
Executive  shall  constitute  Cause  for  purposes  of  this  Agreement.

     (b)     Disability.  The  Company may terminate the Executive's employment
 afterhaving  established the Executive's Disability.  For purposes of this
Agreement, "Disability"  means a physical or mental infirmity which impairs the
Executive'sability  to  substantially  perform  Executive's  material  duties
under  this Agreement which continues for a period of at least ninety (90)
consecutive days.  The  Executive  shall  be entitled to the compensation and
benefits provided for under  this Agreement for any period during the Employment
Term and prior to the Termination  Date  (as  hereinafter  defined) resulting
from the Executive being unable  to  work due to a physical or mental infirmity
and as otherwise provided in  this  Agreement  in  connection  with  Disability.
  Notwithstanding anything contained  in  this  Agreement  to  the  contrary,
until  the  Termination Date specified  in  a  Notice  of  Termination  (as each
term is hereinafter defined) relating  to the Executive's Disability, in the
event the Executive is no longer under  a  Disability,  the  Executive  will  be
entitled to return to Executive position  with  the  Company  as  set  forth
in this Agreement in which event no Disability  of  the  Executive  will  be
deemed  to  have  occurred.

     (c)     Good  Reason.

     (1)     The  Executive  may  terminate  his  employment  for "Good Reason".
For purposes  of  this  Agreement, "Good Reason" shall mean the occurrence of
any of the  events  or  conditions  described  in  subsections
(i) through (vi) hereof:

(i)     If  the  Executive  shall  cease  to be employed in the capacity  as set
forth  in  Section  2(a)  above  or  upon the assignment to the Executive of any
material  duties  or  responsibilities  which  are inconsistent with Executive's
position or responsibilities; or any removal of the Executive from or failure to
reappoint or reelect Executive to any such offices or positions, except during a
period  of  Disability  or  in  connection  with  the termination of Executive's
employment  for Disability, Cause, as a result of his death, or by the Executive
other  than  for  Good  Reason;

(ii)     A  reduction  in  the Executive's Base Salary or any failure to pay the
Executive  any  compensation  or  benefits to which Executive is entitled within
thirty  (30)  days  of  the  due  date;

(iii)     A  Change  of  Control  as  hereinafter  defined;

(iv)     Any  material breach by the Company of any provision of this Agreement;
provided,  however,  the  Executive  shall  first  notify the Company in writing
stating  with  reasonable  specificity the breach by the Company and the Company
fails  to  cure  such  breach  within  ten (10) days of the date of such notice;

(v)     Any purported termination of the Executive's employment for Cause by the
Company which is found by a court of competent jurisdiction or an arbitrator not
to  comply  with  the  terms  of  Section  7(a);  or
<PAGE>


(vi)     The  failure  of  the  Company  to  obtain  an  agreement,  reasonably
satisfactory  to  the  Executive, from any successor or assign of the Company to
assume and agree to perform this Agreement, as contemplated in Section 12hereof.


(2)     The  Executive's  right  to terminate Executive's employment pursuant to
this  Section  7(c)  shall  not  be  affected  by  Executive's incapacity due to
physical  or  mental  illness.

(d)     Voluntary  Termination.  Upon  thirty  (30)  days  prior written notice,
either  the  Executive  or the Company may voluntarily terminate the Executive's
employment  hereunder  at  any time; provided, however, in the event of any such
termination  by  the Company, the Company shall pay to the Executive the amounts
set  forth  in  Section  8(d)  hereof.
                          ---

8.     COMPENSATION  UPON  TERMINATION.

     Upon  termination of the Executive's employment during the Employment Term,
the  Executive  shall  be  entitled  to  the  following  benefits:

(a)     If  the  Executive's  employment with the Company shall be terminated by
the  Company  for  Cause  or  by  the  Executive other than for Good Reason, the
Company  shall  pay  the  Executive  all  amounts earned and accrued through the
Termination  Date  but  not  paid  as  of  the  Termination  Date,  including:

(1)     the  Base  Salary,

(2)     an  amount  equal  to  the  Pro  Rata Bonus.  The "Pro Rata Bonus" is an
amount  equal to the maximum bonus amount the Executive would have been entitled
to  in  the  fiscal  year  of the Termination Date multiplied by a fraction, the
numerator  of  which  is  the  number  of  days  in such fiscal year through the
Termination  Date  and  the  denominator  of  which  is  365,

(3)     reimbursement  for  reasonable  and  necessary  expenses incurred by the
Executive  on  behalf of the Company during the period ending on the Termination
Date,

(4)     vacation  pay,  and

(5)     sick  leave  (collectively,  "Accrued  Compensation").

(b)     If  the  Executive's  employment with the Company shall be terminated by
the  Company  for  Disability,  the  Company shall pay the Executive all amounts
earned  or  accrued  through  the  Termination  Date  but  not  paid  as  of the
Termination  Date,  including  the  Accrued  Compensation.  In  addition,  the
Executive  shall  be  entitled  to  the  following:

(1)     the Base Salary and all other benefits customarily received for a period
of  one  (1)  year  from  the  Termination  Date resulting from such Disability,

(2)     an  amount  equal  to  the  Pro  Rata  Bonus.

(3)     payments  as  more  specifically  provided  by  the  Executive  Deferred
Compensation  Plan  and  Supplemental  Executive  Retirement  Plan,  and


(4)     one  (1)  additional  year  of  vesting from the Termination Date of all
stock  option  and  restricted  stock  grants  not  then  expired or terminated.

<PAGE>

(c)     If  the  Executive's  employment with the Company shall be terminated by
reason of the Executive's death, the Company shall pay the Executive all amounts
earned  or  accrued  through  the  Termination  Date  but  not  paid  as  of the
Termination  Date, including the Accrued Compensation.  In addition, the Company
shall  pay  to  the  Executive's  beneficiaries  the  following:

(1)     the Base Salary and all other benefits customarily received for a period
of  one  (1)  year  from  the  date  of  such  death,

(2)     an  amount  equal  to  the  Pro  Rata  Bonus,

(3)     payments  as  more  specifically  provided  by  the  Executive  Deferred
Compensation  plan  and  Supplemental  Executive  Retirement  Plan,  and

(4)     one  (1)  additional  year  of  vesting from the Termination Date of all
stock  option  and  restricted  stock  grants  not  then  expired or terminated.


(d)     If  the  Executive's  employment with the Company shall be terminated by
the  Company voluntarily, without Cause or by the Executive for Good Reason, the
Company  shall  pay  to  the  Executive  the  following:

(1)     all  Accrued  Compensation  and  a  Pro  Rata  Bonus,

(2)     the  Company shall continue to pay the Executive as severance pay and in
lieu of any further compensation (except as otherwise provided herein) a monthly
payment  for  a period of twenty-four (24) months following the Termination Date
(the  "Monthly  Payment Period") equal to the sum of (A) the Executive's monthly
Base  Salary  in effect for the month immediately preceding the Termination Date
and  (B) one twelfth (1/12) of the Bonus.  The "Bonus" is an amount equal to the
maximum  bonus  amount  the  Executive would have been entitled to in the fiscal
year  of  the  Termination  Date,

(3)     during  the  twelve  (12)  month  period  immediately  following  the
Termination  Date  (the "Continuation Period"), the Company shall at its expense
continue on behalf of the Executive and Executive's dependents and beneficiaries
the  Executive  Benefit  and  Perquisites  Plan  (except  life  and  disability
insurance,  if any, will not be continued and "bridged" healthcare benefits will
not  be provided unless Executive has satisfied the requirement for "retirement"
as  defined  in  the plan) and the  medical, dental and hospitalization benefits
provided  (A) to the Executive immediately prior to the Notice of Termination or
(B)  to  other  similarly  situated executives who continue in the employ of the
Company  during  the  Continuation  Period.  Notwithstanding  the  immediately
preceding  sentence,  the  coverage,  benefits  and  perquisites  (including
deductibles  and costs) provided in this Section 8(d)(3) during the Continuation
Period  shall  be  no less favorable to the Executive and Executive's dependents
and beneficiaries, than the coverages,  benefits and perquisites in effect as of
the  Termination  Date.  The  Company's obligation hereunder with respect to the
foregoing  coverages,  benefits and perquisites shall terminate in the event the
Executive  obtains any such benefits (regardless of level and scope of coverage)
pursuant  to  a subsequent employer's benefit plans.  This Section 8(d)(3) shall
not  be interpreted as to limit any benefits to which the Executive, Executive's
dependents  or beneficiaries may be entitled under any of the Company's employee
benefit  plans,  programs  or practices following the Executive's termination of
employment,  including  without  limitation  retiree  medical and life insurance
benefits,

(4)     any  outstanding  stock  options (including restricted stock and granted
performance  shares  or  units)  granted to the Executive under any stock option
plans  or under any other incentive plan or arrangement shall become , as of the
Termination  Date,  one  hundred  percent (100%) vested, and all restrictions on
such  grants  shall  be  removed
<PAGE>

(5)     for a period of two (2) years after the date of termination, the Company
shall  continue  to contribute to the Supplemental Executive Retirement Plan and
Executive  Deferred  Compensation  Plan for the benefit of the Executive and the
Executive  shall  be  entitled  to  the  benefits  of the Supplemental Executive
Retirement  Plan  and Executive Deferred Compensation Plan in the same manner as
if  the  Executive had continued as an employee for the additional two (2) years
and  shall be deemed to have satisfied the eligibility for benefits as described
in  the  Plans,  and

(6)     the  Company  shall  reimburse  to  the  Executive  the  costs  of  any
outplacement  services  incurred by Executive, up to a maximum amount of Fifteen
Thousand  Dollars  ($15,000.00).

(e)     The  amounts provided for in Sections 8(a), 8(b)(2), 8(c)(2) and 8(d)(i)
shall  be  paid  within thirty (30) days after the Executive's Termination Date.
Expenses incurred by Executive under Section 8(d)(6) shall be paid within thirty
(30)  days  of the receipt by the Company of a claim for reimbursement submitted
by  the  Executive.

(f)     The  Executive  hereby acknowledges that full payment and/or performance
by the Company of its obligations as set forth in Sections 8(a), (b), (c) or (d)
hereof shall be in lieu of any other remedy or cause of action the Executive may
have,  either  at  law  or  in  equity,  as  a  result of the termination of the
Executive's  employment  pursuant  to  such  Sections.

9.     DEFINITIONS.

(a)     Notice  of  Termination.  For  purposes  of this Agreement, a "Notice of
Termination"  shall  mean  a  notice  which  indicates  the specific termination
provision  in  this  Agreement,  if  any,  relied  upon  and  shall set forth in
reasonable  detail  the  facts  and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.  Any
purported  termination  by the Company or by the Executive shall be communicated
by  written Notice of Termination to the other.  For purposes of this Agreement,
no  such  purported  termination  of  employment shall be effective without such
Notice  of  Termination.

(b)     Termination  Date.  For  purposes  of this Agreement, "Termination Date"
shall  mean  in  the case of the Executive's death, his date of death, or in all
other  cases,  the  date  specified  in the Notice of Termination subject to the
following:

(1)     If  the  Executive's  employment is terminated by the Company for Cause,
the  date  of  the  Notice  of  Termination,

(2)     If  the  Executive's  employment  is  terminated  by  the Company due to
Disability,  the  date  specified in the Notice of Termination shall be at least
thirty  (30)  days  from  the  date  the  Notice  of Termination is given to the
Executive,  provided that the Executive shall not have returned to the full-time
performance  of  Executive's  duties  during such period of at least thirty (30)
days,  and

(3)     If  the  Executive's  employment is terminated for Good Reason, the date
specified  in  the Notice of Termination shall be not more than thirty (30) days
from  the  date  the  Notice  of  Termination  is  given  to  the  Company.

(c)     Change  of  Control.  For  purposes of this Agreement, a "Change of
Control"  shall  mean  any  of  the  following  events:
<PAGE>

(1)     An  acquisition  of  any  voting  securities of the Company (the "Voting
Securities") by any "Person" (as the term person is used for purposes of Section
12(d) or 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) other than any parent, subsidiary or affiliate of the Company immediately
after  which  such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3  promulgated  under  the Exchange Act) of more than fifty percent (50%) of
the  combined  voting power of the Company's then outstanding Voting Securities;
provided,  however,  in  determining  whether  a Change of Control has occurred,
Voting  Securities  which  are  acquired  in  a  "Non-Control  Acquisition"  (as
hereinafter  defined)  shall  not  constitute an acquisition which would cause a
Change of Control.  A "Non-Control Acquisition" shall mean an acquisition by (i)
an  employee  benefit plan (or a trust forming a part thereof) maintained by (A)
the  Company  or  (B) any corporation or other Person of which a majority of its
voting  power  or  its  voting  equity  securities  or equity interest is owned,
directly  or  indirectly,  by  the  Company  (for purposes of this definition, a
"Subsidiary")  or  (ii)  the  Company  or  its  Subsidiaries,

(2)     The individuals who, as of the date of this Agreement is approved by the
Board,  are members of the Board (the "Incumbent Board") cease for any reason to
constitute  at  least  one  half  (1/2)  of  the members of the Board; provided,
however,  that  if  the election, or nomination for election of any new director
was  approved by a vote of the members of the Board as provided by the Company's
Bylaws,  such  new director shall, for purposes of this Agreement, be considered
as  a member of the Incumbent Board; provided, however, that no individual shall
be  considered  a  member  of  the  Incumbent Board if such individual initially
assumed  office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual
or  threatened  solicitation  of proxies or consents by or on behalf of a Person
other  than  the  Board (a "Proxy Contest") including by reason of any agreement
intended  to  avoid  or  settle  any  Election  Contest  or  Proxy  Contest,  or

(3)     A  complete  liquidation  or  dissolution  of the Company or the sale or
other  disposition  of  all or substantially all of the assets of the Company to
any  Person  (other than a transfer to a Subsidiary or a parent in a Non-Control
Acquisition).

10.     EXCISE  TAX  PAYMENTS.

     In the event of a determination that a portion of any payment or benefit to
the  Executive or for his benefit payable or distributable pursuant to the terms
of  this  Agreement  is  or  will  be deemed to be an "excess parachute payment"
within  the  meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986,
as  amended  (the  "Code")  (a  "Payment"  or  "Payments"), the Company shall be
responsible  for the payment of any excise or similar tax assessed in connection
therewith.

11.     NONCOMPETITION.

(a)     Except  with  the  prior  written consent of the Company authorized by a
resolution  adopted  by the Board, for the period beginning upon the date hereof
and  ending on (i) in the event of the termination of the Executive's employment
by  the  Executive  for  Good  Reason pursuant to Section 7(c) or by the Company
pursuant to Section 7(d) hereof and the Executive is receiving payments from the
Company  pursuant to Section 8(b) or (d) hereof, the date on which the last such
payment  is  received;  or (ii) in the event of the voluntary termination of the
Executive's  employment  by  the  Executive  pursuant  to Section 7(d) hereof or
termination by the Company for Cause, the date which is nine (9) months from the
Termination Date.  Executive shall not directly or indirectly as owner, partner,
joint  venturer,  stockholder,  employee,  broker,  agent,  principal,  trustee,
corporate  officer, director, licensor, or in any capacity whatsoever engage in,
become  substantially  financially  interested  in,  employed  by  or  have  any
connection  with,  any  business  engaged  principally  in  the  processing  of
electronic  hotel  reservations  or  travel agent commissions or providing hotel
property system services or providing hotel representation or marketing services
in  any  country where the Company or any of its subsidiaries is then engaged in
such  business;  provided, however, that Executive may own any securities of any
corporation  which  is  engaged in such business and is publicly traded stock or
securities  of  such  corporation.
<PAGE>

(b)     Executive agrees that for a period of one (1) year following termination
of  employment  with  the  Company,  Executive will not solicit or in any manner
encourage  employees  of  the  Company,  its subsidiaries or parent to leave its
employ.

(c)     In  case one or more of the terms contained in Subsections (a) or (b) of
this  Section 11 shall for any reason become invalid, illegal, or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other terms
herein,  but  such  terms  shall  be  deemed deleted and such deletion shall not
affect the validity of the other terms of this Section.  In addition, if any one
or  more  of the terms contained in Subsections (a) or (b) of this Section shall
for  any  reason  be held to be excessively broad with regard to time, duration,
geographic  scope or activity that term shall be construed in a manner to enable
it  to  be  enforced  to  the  extent  compatible  with  applicable  law.


12.     SUCCESSORS  AND  ASSIGNS.

(a)     This  Agreement  shall be binding upon and shall inure to the benefit of
the  Company,  its  successors  and  assigns  and  the Company shall require any
successor  or  assign to expressly assume and agree to perform this Agreement in
the  same  manner  and  to the same extent that the Company would be required to
perform if no such succession or assignment had taken place.  The term "Company"
as  used herein shall include such successors and assigns.  The term "successors
and  assigns"  as used herein shall mean a corporation or other entity acquiring
all  or substantially all the assets and business of the Company (including this
Agreement)  whether  by  operation  of  law  or  otherwise.

(b)     Neither  this  Agreement  nor  any  right or interest hereunder shall be
assignable  or  transferable  by  the  Executive,  his  beneficiaries  or  legal
representatives,  except  by  will  or  by the laws of descent and distribution.
This  Agreement  shall  inure  to  the  benefit  of  and  be  enforceable by the
Executive's  legal  personal  representative.

13.     FEES  AND  EXPENSES.

     The  Company  shall  pay all legal fees and related expenses (including the
costs of experts, evidence and counsel) incurred by the Executive as a result of
the  breach  or  default  by  the  Company  of  the  terms  hereof.

14.     NOTICE.

     For  purposes  of  this  Agreement,  notice  and  all  other communications
provided  for in the Agreement (including the Notice of Termination) shall be in
writing and shall be deemed to have been duly given when personally delivered or
sent  by certified mail, return receipt requested, postage prepaid, addressed to
the  respective  addresses  last given by each party to the other, provided that
all  notices to the Company shall be directed to the attention of the Board with
a copy to the Secretary of the Company.  All notices and communications shall be
deemed  to  have  been  received on the date of delivery thereof or on the third
(3rd)  business  day  after the mailing thereof, except that notice of change of
address  shall  be  effective  only  upon  receipt.

15.     NON-EXCLUSIVITY  OF  RIGHTS.

     Nothing in this Agreement shall prevent or limit the Executive's continuing
or  future  participation  in  any  benefit,  bonus,  incentive or other plan or
program  provided  by  the  Company or any of its subsidiaries and for which the
Executive  may qualify, nor shall anything herein limit or reduce such rights as
the Executive may have under any other agreements with the Company or any of its
subsidiaries.  Amounts  which  are  vested  benefits  or  which the Executive is
otherwise entitled to receive under any plan or program of the Company or any of
its  subsidiaries  shall  be  payable  in  accordance with such plan or program,
except  as  explicitly  modified  by  this  Agreement.
<PAGE>

16.     SETTLEMENT  OF  CLAIMS.

     The  Company's  obligation  to  make  the  payments  provided  for  in this
Agreement  and  otherwise  to  perform  its  obligations  hereunder shall not be
affected  by  any  circumstances,  including,  without  limitation,  any set-off
(except  against  amounts  actually  owed  by  the  Executive  to the Company as
evidenced by promissory notes, loan agreements and similar documents executed by
the  Executive),  counterclaim,  defense,  recoupment  or  other right which the
Company  may  have  against  the  Executive  or  others.

17.     MISCELLANEOUS.

     No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by the
Executive  and the Company.  No waiver by either party hereto at any time of any
breach  by  the  other  party  hereto  of,  or compliance with, any condition or
provision  of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior  or subsequent time.  No agreements or representations, oral or otherwise,
express  or implied, with respect to the subject matter hereof have been made by
either  party  which  are  not  expressly  set  forth  in  this  Agreement.

18.     GOVERNING  LAW.

     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
accordance  with  the  laws  of  the State of Texas without giving effect to the
conflict  of  law  principles thereof.  Subject to Section 21 of this Agreement,
any  action  brought  by  any  party  to  this  Agreement  shall  be brought and
maintained  in  a  court  of  competent  jurisdiction  in  Dallas County, Texas.

19.     SEVERABILITY.

     The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
invalidity  or  unenforceability  of  any provisions hereof shall not affect the
validity  or  enforceability  of  the  other  provisions  hereof.

20.     ENTIRE  AGREEMENT.

     This  Agreement constitutes the entire agreement between the parties hereto
and  supersedes  all  prior agreements, if any, understandings and arrangements,
oral  or  written, between the parties hereto with respect to the subject matter
hereof.

21.     ARBITRATION.

     Any  dispute  or  controversy  arising out of or relating to this Agreement
shall  be determined and settled by arbitration in the City of Dallas, Texas, in
accordance  with  the  Employment  Dispute  Resolution  Rules  of  the  American
Arbitration Association then in effect, and judgement upon the award rendered by
the  arbitrator  may  be  entered  in any court of competent jurisdiction.  Such
arbitrator  shall  have  no  power  to  modify  any  of  the  provisions of this
Agreement,  and  his  or  her  jurisdiction  is  limited  accordingly.  A  party
requesting arbitration hereunder shall give ten (10) days' written notice to the
other  party  to  request  such  arbitration.  Unless  the  arbitrator  decides
otherwise,  the  successful  party  in any such arbitration shall be entitled to
reasonable  attorneys'  fees and costs associated with such arbitration.  If the
parties  hereto  cannot agree upon an arbitrator, then one shall be appointed by
the governing office of the American Arbitration Association.  Any arbitrator so
appointed  shall  have  extensive  experience in a profession connected with the
subject  matter  of  the  dispute.  Whenever  any action is required to be taken
under  this  Agreement  within a specified period of time and the taking of such
action  is materially affected by a matter submitted to arbitration, such period
shall  automatically  be  extended  by the number of days plus ten (10) that are
taken  for  the  determination  of  that  matter  by  the  arbitrator.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its  Chairman  of  the  Board  or Chairman of the Compensation Committee and the
Executive  has  executed  this  Agreement  as  of  the date and year first above
written.

PEGASUS  SOLUTIONS,  INC.                      EXECUTIVE:


By:     ________________________               By: _________________________
                                                   John  F.  Davis,  III
Print:  ________________________

Title:  ________________________

<PAGE>