EXHIBIT 10.5
ONLINE VACATION CENTER HOLDINGS CORP.                       EMPLOYMENT AGREEMENT
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SIMON TODD                  Services: President, Phoenix International
                                      Publishing, LLC
217 Ridge View Lane
                                      Vice President, Online Vacation Center
Trophy Club, Texas 76262              Holdings  Corp.

                           Term: 36 Months - September 1, 2006 - August 31, 2009

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ONLINE VACATION CENTER HOLDINGS CORP. ("WE" or "US"), 1801 NW 66th Avenue, Suite
102,  Plantation,  Florida  33313 does hereby  offer to engage and retain  SIMON
TODD, the undersigned ("YOU") upon the following terms and conditions:

1.    EMPLOYMENT:  YOU will be employed by US in the  office/position  set forth
      above, will perform such services  commensurate with your  office/position
      and in compliance with applicable federal, state, local,  international or
      other laws, regulations and ordinances as may be requested by US from time
      to time and will devote such time as may be necessary,  in our opinion, to
      perform these services.  YOU will initially  office at 217 Ridge View Lane
      in Trophy Club, Texas (the "Original  Office").  WE may subsequently  move
      your office  location  provided  that any such office is located  within a
      fifteen (15) mile radius of the Original Office.

2.    TERM: YOU will be employed for the Term (as originally set forth above and
      including  any  extensions  referenced  below);  provided,  however,  this
      Agreement  may be  terminated  earlier (A) for cause,  by US upon 10 days'
      written  notice to YOU based on your:  (i)  material  breach or default of
      this Agreement or any material agreement,  policy or procedure of ours and
      your failure to cure such breach or default  within 30 days after  written
      notice  thereof;  (ii) your  indictment  (which has not been  subsequently
      dismissed)  or conviction  of any felony;  (iii) your willful  misconduct,
      malfeasance  or moral  turpitude;  or (iv) your  inability  to perform the
      Services  (determined in our reasonable  discretion)  due to your death or
      disability (with or without reasonable accommodations if such are required
      by the Americans With Disabilities  Act), or (B) for cause, by YOU upon 10
      days'  written  notice  to US  based  on our  breach  or  default  of this
      Agreement  and our failure to cure such  breach or default  within 30 days
      after written notice  thereof;  or (C) without cause,  by either YOU or US
      upon 30 days'  written  notice to the  other.  Unless  YOU or US has given
      written  notice to the other of an election not to extend the Term of this
      Agreement on or before  September 1, 2008 and each  September 1 thereafter
      during the Term  hereof  (each,  an  "Extension  Date"),  the Term of your
      employment  will be  automatically  extended on each Extension Date for an
      additional 12 months and such extended period will become the Term. In the
      event of any  termination  of this  Agreement,  salary will be  calculated
      through  the date of such  termination  and YOU  will be paid  all  salary
      earned prior to the date of such termination in accordance with our normal
      payroll  practices,  except that in the event of any  termination  of this
      Agreement  by US  without  cause or by YOU for  cause,  WE will  continue,
      through the Term, to pay your salary in accordance with our normal payroll
      practices and WE will continue to provide YOU with the health,  insurance,
      life, disability,  dental,  vision,  cafeteria,  pension,  profit-sharing,
      401(k)  or other  similar  benefits  YOU  would  have  otherwise  received
      hereunder,  but  expressly  excluding  therefrom any bonus (other than the
      bonus due hereunder), incentive, stock option, restricted share or similar
      plan  (other  than  benefits  thereunder  which have  vested  prior to the
      termination  date of this  Agreement  and YOU  shall be  entitled  to such
      vested benefits in accordance with the plan terms applicable thereto).  In
      the event of any termination of this  Agreement,  bonus will be payable as
      set forth in Section 4 hereof.

3.    SALARY & BENEFITS:  YOU will be paid a salary of $202,000  per year,  such
      amount to be increased  by 4% on each  September 1 during the Term hereof,
      to be paid in arrears in accordance with our practices and pay periods, as
      such practices and pay periods may exist and change from time to time. YOU
      will be  reimbursed  "out-of-pocket  expenses"  incurred by YOU so long as
      such expenses have been documented, submitted and approved pursuant to our
      reimbursement policies and procedures.  YOU are entitled to participate in
      any  health,  insurance,  life,  disability,  dental,  vision,  cafeteria,
      pension,  profit-sharing,  401(k) or other  benefit plan  available to our
      officers or employees at your same level,  as any such plans may exist and
      change from time to time.  YOU are entitled to  participate  in any bonus,
      incentive,  stock option or  restricted  share plan that is offered to any
      officer  or  employee  of ours on such terms as may be  determined  by our
      Board of Directors or President  from time to time,  as any such plans may
      exist and change  from time to time.  YOU will be  entitled  to  vacation,
      personal  time and holidays in accordance  with policies  available to our
      employees  at your same level,  as any such  policies may exist and change
      from  time to time.  Any  benefit  plans or  policies,  and any  benefits,
      vesting,  terms,  or  conditions  thereof,  may be  implemented,  amended,
      terminated or canceled by US at any time.

4.    BONUS:  Notwithstanding  anything  herein  to the  contrary,  in lieu  and
      instead of your participation in any other bonus plan offered to employees
      at your same level, YOU will be paid the bonuses set forth in this Section
      4. YOU will be paid (A) a  retention  bonus equal to $50,000 to be paid on
      our next  regularly  scheduled  payroll date  following  the date that YOU
      execute this  Agreement,  provided  that, if YOU  voluntarily  resign your
      employment,  other than for cause,  within 2 years of the date you execute
      this  Agreement,  YOU will be required to repay the retention bonus amount
      to US; (B) a bonus  equal to  $30,000,  to be paid  within 30 days of each
      closing of any deal that is listed in the  prospect  database on or before
      August 31, 2006 and closed  during the Term of this  Agreement,  and (C) a
      bonus  equal  to 10% of  Phoenix  International  Publishing,  LLC's  total
      pre-tax  income in excess of $200,000  for any fiscal year during the Term
      hereof  multiplied  by the number of days within such fiscal year on which
      YOU were employed and divided by 365, to be paid within 90 days after each
      fiscal year end,  whether or not such fiscal year end is after the Term of
      this Agreement.

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EXHIBIT 10.5
ONLINE VACATION CENTER HOLDINGS CORP.                       EMPLOYMENT AGREEMENT
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5.    CONFIDENTIALITY  & NON-COMPETE:  YOU hereby  acknowledge and agree that WE
      have expended  significant  time and resources in developing  our existing
      and prospective customers, suppliers, opportunities, businesses, concepts,
      ideas and operations and any information related thereto,  including,  but
      not  limited  to,  prices,  methods,  plans,  programs,   literature,  and
      documents   ("Confidential   Information"),   all  of  which  YOU   hereby
      acknowledged  and agree to be  proprietary  and  confidential.  YOU hereby
      agree during your term of employment  and for one year  thereafter  (which
      time period YOU acknowledge and agree is reasonable) that YOU will not, on
      your own behalf or in the service of or on behalf of others,  (A) compete,
      directly or  indirectly,  through  ownership,  membership,  participation,
      employment,  consulting, contract or otherwise, with US (or any subsidiary
      or  affiliate  of US) within the United  States and Great  Britain  (which
      geographical area YOU acknowledge and agree is reasonable) in any business
      and/or  industry  similar  to  that  proposed  or  operated  by US (or any
      subsidiary  or  affiliate  of US),  or (B)  provide  or  disclose,  use or
      divulge, or allow to be used or divulged, any Confidential Information, to
      any  person  for  any  purpose  or  in  any  manner  detrimental  to or in
      competition with our interests,  or (C) solicit,  divert or hire away, any
      customer,  opportunity or employee of ours (or any subsidiary or affiliate
      of  US),  whether  or  not  such  relationship  is by  written  or  verbal
      agreement,  full-time,  part-time or temporary,  or (D) copy or retain any
      Confidential Information.

6.    WORK  PRODUCT:  YOU  hereby  acknowledge  and agree  that any and all work
      product which is conceived,  designed,  developed or contributed by YOU in
      your capacity as an employee  hereunder  ("Work Product") (A) is deemed to
      be within the scope of your  employment,  (B) is deemed to be "works  made
      for hire" under the United States  Copyright Act or other applicable laws,
      and (C) is deemed to be specifically  ordered and  commissioned by US, and
      YOU hereby assign,  transfer and convey to US any and all worldwide right,
      title  and  interest  which  YOU  may  have  in and to the  Work  Product,
      including,  without  limitation,  any right,  title and  interest  therein
      arising  under trade  secret,  copyright,  mask work,  patent or any other
      laws.  YOU will execute such further  instruments  and  documents and take
      such further  action as may be requested by US to effectuate our ownership
      and the purposes hereof.  Work Product shall include,  without limitation,
      products,   designs,   works,   discoveries,   inventions,   improvements,
      intellectual  property,  graphic  materials,  electronically  produced  or
      stored material, ideas, routines, object and source codes, specifications,
      flow charts, licenses, copyrights, trademarks, patents, scripts, and other
      materials  and  documentation,  together  with  all  information  data and
      know-how, alterations, corrections, improvements and upgrades thereto

7.    OTHER: All notices and communications  hereunder will be deemed given upon
      receipt by personal delivery,  overnight  courier,  or fax or upon the 3rd
      day  following  mailing by registered or certified  mail,  return  receipt
      requested,  and either  delivered or addressed to the  addresses set forth
      herein. This Agreement constitutes the entire agreement between YOU and US
      regarding the subject  matter of this  Agreement and  supersedes any prior
      understandings or agreements,  written or verbal, between YOU and US. This
      Agreement may be amended,  supplemented,  modified or  discharged  only in
      writing  executed by both YOU and US. In the event any  provision  of this
      Agreement  shall be held  invalid or  unenforceable  for any reason,  such
      holding shall not invalidate or render  unenforceable  any other provision
      hereof.  This  Agreement may not be assigned by YOU. YOU agree any dispute
      hereunder  shall be resolved by  arbitration  and YOU waive any right to a
      trial by jury in  connection  herewith.  YOU  agree our  remedies  for any
      breach hereof include damages, specific performance, injunctive relief and
      other  equitable  remedies,  no  bond  shall  be  required  in  connection
      therewith and the prevailing party shall be entitled to recover  attorneys
      fees and costs.  This  Agreement will be governed by the laws of the State
      of Florida  and venue and  jurisdiction  will lie only in Broward  County,
      Florida.

                   Agreed and accepted as of August 31, 2006.

YOU:       SIMON TODD            ONLINE VACATION CENTER HOLDINGS CORP.


/s/ Simon Todd                   By: /s/ Edward B. Rudner
Name: Simon Todd                 Name, Title: Edward B. Rudner,  President