Exhibit   10.16

                                          RESERVATION DELIVERY AGREEMENT



                                                  by and between


                                         GENISYS RESERVATION SYSTEMS, INC.


                                                        and


                                          THE TRANSPONET COMPANIES, INC.





                                                    Dated as of

                                                 February 1, 1998







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                                                 TABLE OF CONTENTS

                                                                                                               Page

                                                     ARTICLE I
                                                    DEFINITIONS

Section 1.01.       Definition of Terms.........................................................................  2


                                                    ARTICLE II
                                          COMPLETION AND OPERATION OF THE
                                                 TRANSPONET SYSTEM

Section 2.01.       Operation of the TranspoNet System..........................................................  7
Section 2.02.       Availability................................................................................  7
Section 2.03.       Contingency Plan............................................................................  8


                                                    ARTICLE III
                                          OPERATION OF THE GENISYS SYSTEM

Section 3.01.       Operation of the Genisys System.............................................................  9
Section 3.02.       Availability................................................................................  9
Section 3.03.       Contingency Plan...........................................................................  10


                                                    ARTICLE IV
                                          COMPLETION AND OPERATION OF THE
                                           GENISYS/TRANSPONET INTERFACE

Section 4.01.       Completion of the Genisys/TranspoNet Interface.............................................. 11
Section 4.02.       Cooperation in Completion of the Genisys/TranspoNet Interface
                       and Costs Related Thereto................................................................ 11
Section 4.03.       Project Schedule............................................................................ 11
Section 4.04.       Ownership and Use of the Genisys/TranspoNet Interface....................................... 11
Section 4.05.       Maintenance and Support of the Genisys/TranspoNet Interface................................. 12
Section 4.06.       Changes, Modifications, Upgrades, Etc. to the
                       Genisys/TranspoNet Interface............................................................. 12
Section 4.07.       Availability................................................................................ 12





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Section 4.08.       Confidential Treatment...................................................................... 12
Section 4.09.       Bi-Weekly Reports to Genisys................................................................ 12

                                                     ARTICLE V
                                           COMPLETION OF THE TRANSPONET
                                            SOFTWARE PROGRAM INTERFACE

Section 5.01.       Operation and Effectiveness of this Article V............................................... 14
Section 5.02.       Completion of the TranspoNet Software Program Interface..................................... 14
Section 5.03.       TranspoNet's Cooperation in Completion of the TranspoNet
                       Software Program Interface............................................................... 14
Section 5.04.       Ownership of the TranspoNet Software Program Interface...................................... 14
Section 5.05.       Changes, Modifications, Upgrades, Etc. to the TranspoNet
                       Software Program Interface............................................................... 15
Section 5.06.       Contingency Plan............................................................................ 15
Section 5.07.       Confidential Treatment...................................................................... 15
Section 5.08.       Bi-Weekly Reports to TranspoNet............................................................. 15
Section 5.09.       Failure to Complete the TranspoNet Software Program Interface............................... 16
Section 5.10.       Consent of TranspoNet Required for Use of the TranspoNet
                       Software Program Interface..............................................................  16


                                                    ARTICLE VI
                                              FINANCIAL ARRANGEMENTS

Section 6.01.       Payments to Genisys and TranspoNet.......................................................... 17
Section 6.02.       Payments to TranspoNet Service Providers.................................................... 17
Section 6.03.       Calculation of Payments to Genisys and TranspoNet When
                       Utilizing the Genisys/TranspoNet Interface............................................... 18
Section 6.04.       Calculation of Payments to Genisys and TranspoNet When
                       Utilizing the TranspoNet Software Program Interface...................................... 19
Section 6.05.       Payments to TranspoNet...................................................................... 20
Section 6.06.       Payments to Genisys......................................................................... 21
Section 6.07.       Cost of Dedicated Lease Line................................................................ 21
Section 6.08.       No Connection Charges to TranspoNet Service Providers....................................... 21
Section 6.09.       Promotional and Advertising Expenses........................................................ 21





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Section 6.10.       Free Trial Offer............................................................................ 22
Section 6.11.       No Additional Charges....................................................................... 22







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                                                    ARTICLE VII
                                        COVENANTS, AGREEMENTS, OBLIGATIONS
                                               AND RIGHTS OF GENISYS

Section 7.01.       Mutually Acceptable Press Release........................................................... 23
Section 7.02.       Advertising, Promotional Material and Future Press Releases................................. 23
Section 7.03.       Title and Possession........................................................................ 24
Section 7.04.       Rights and Access to TranspoNet Data........................................................ 24
Section 7.05.       Prohibition on Use and Distribution of TranspoNet Data...................................... 24
Section 7.06.       Training in the Genisys System.............................................................. 24
Section 7.07.       Maximization of Business.................................................................... 24


                                                   ARTICLE VIII
                                        COVENANTS, AGREEMENTS, OBLIGATIONS
                                             AND RIGHTS OF TRANSPONET

Section 8.01.       Agreement Between Genisys and Custom Transportation......................................... 25
Section 8.02.       Mutually Acceptable Press Release........................................................... 25
Section 8.03.       Advertising, Promotional Material and Future Press Releases................................. 25
Section 8.04.       Title and Possession........................................................................ 26
Section 8.05.       Rights and Access to Genisys Data........................................................... 26
Section 8.06.       Prohibition on Use and Distribution of Genisys Data......................................... 26
Section 8.07.       Training in the TranspoNet System and the TranspoNet
                       Software Programs........................................................................ 26
Section 8.08.       Maximization of Business.................................................................... 27


                                                    ARTICLE IX
                                                  INDEMNIFICATION

Section 9.01.       Indemnification of TranspoNet............................................................... 28
Section 9.02.       Indemnification of Genisys.................................................................. 29
Section 9.03.       Conditions to Indemnification Obligations................................................... 30
Section 9.04.       Survival of this Article.................................................................... 30







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                                                     ARTICLE X
                                                  NON-COMPETITION

Section 10.01.      Non-Competition by TranspoNet............................................................... 31
Section 10.02.      Non-Competition by Genisys.................................................................. 31
Section 10.03.      Injunctive Relief........................................................................... 31


                                                    ARTICLE XI
                                          REPRESENTATIONS AND WARRANTIES

Section 11.01.      Representations and Warranties of Genisys................................................... 32
Section 11.02.      Representations and Warranties of TranspoNet................................................ 33
Section 11.03.      Disclaimer of Other Warranties.............................................................. 34


                                                    ARTICLE XII
                                          EVENTS OF DEFAULT AND REMEDIES

Section 12.01.      Events of Default........................................................................... 35
Section 12.02.      Remedies on Default......................................................................... 36
Section 12.03.      No Remedy Exclusive......................................................................... 36
Section 12.04.      Limitation of Waiver........................................................................ 36


                                                   ARTICLE XIII
                                                   MISCELLANEOUS

Section 13.01.      Term of Agreement and Renewals Thereof...................................................... 37
Section 13.02.      Early Termination for Failure to Meet Minimum
                       Reservation Criteria....................................................................  37
Section 13.03.      Agreements Upon Termination................................................................. 37
Section 13.04.      Fees, Costs and Expenses.................................................................... 38
Section 13.05.      Notices..................................................................................... 38
Section 13.06.      Assignments................................................................................. 38
Section 13.07.      Amendments.................................................................................. 38
Section 13.08.      Successors and Assigns...................................................................... 38





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Section 13.09.      Captions.................................................................................... 39
Section 13.10.      Severability................................................................................ 39
Section 13.11.      Survival of Certain Provisions.............................................................. 39
Section 13.12.      Execution of Counterparts................................................................... 39
Section 13.13.      Arbitration................................................................................. 39
Section 13.14.      Governing Law............................................................................... 40
Section 13.15.      Entire Agreement............................................................................ 40
Section 13.16.      Headings.....................................................................................40





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<PAGE>



                                          RESERVATION DELIVERY AGREEMENT



                  THIS RESERVATION DELIVERY AGREEMENT (the "Agreement") dated as
of this 1st day of February,  1998, by and between GENISYS RESERVATION  SYSTEMS,
INC.  ("Genisys"),  a corporation  duly organized under the laws of the State of
New Jersey,  with offices  presently  located at 2401 Morris Avenue,  Union, New
Jersey 07083, and THE TRANSPONET COMPANIES,  INC. ("TranspoNet"),  a corporation
duly organized under the laws of the State of New York,  with offices  presently
located at 12 West Thirty-First Street, New York, New York 10001.


                                               W I T N E S S E T H:

                  WHEREAS,  Genisys has developed  and completed a  computerized
reservation  and payment system known as the "Genisys  Reservation  System" (the
"Genisys System"),  which accepts and processes  reservations for, and processes
payments  for,  ground   transportation   services  made  by  corporations   and
individuals through computerized reservation systems ("CRSs") owned and operated
by entities other than Genisys; and

                  WHEREAS, TranspoNet has developed and completed a computerized
reservation  and  delivery  system  (the  "TranspoNet  System")  which  delivers
reservations for ground transportation  services over the Internet directly into
the computer systems of ground  transportation  service providers whose computer
systems utilize certain  "back-office"  software  programs owned and marketed by
TranspoNet (the "TranspoNet Service Providers"); and

                  WHEREAS,  Genisys  and  TranspoNet  desire  to  enter  into an
agreement  which will  provide that all  reservations  which are received by the
Genisys System and which are reservations for ground transportation  services to
be provided by the TranspoNet Service Providers will be processed by the Genisys
System and delivered to the TranspoNet  Service Providers through the TranspoNet
System  or  otherwise,  all on the  terms and  conditions  more  fully set forth
herein; and

                  WHEREAS,  Genisys and TranspoNet now desire to enter into this
Agreement in order to set forth the respective rights, duties and obligations of
the legal relationship between Genisys and TranspoNet.

                  NOW  THEREFORE,   in   consideration   of  good  and  valuable
consideration,  the receipt of which is hereby acknowledged, and of the premises
and the mutual  covenants  and  representations  contained  herein,  Genisys and
TranspoNet hereby agree as follows:





863115.06 (115493.004)
                                                         1

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                                                     ARTICLE I

                                                    DEFINITIONS
-------------------------------------------------------------------------------


Section  1.01.   Definition  of  Terms.  Unless  the  context  clearly  requires
otherwise,  the  following  terms  shall  have the  following  meanings  for all
purposes of this Agreement:

                  "Agreement" means this Reservation Delivery Agreement dated as
of February 1, 1998, by and between  Genisys and  TranspoNet,  as this Agreement
may be hereafter amended and supplemented.

                  "Basic Service Provider Booking Fee" means the fee agreed upon
from time to time by  Genisys  and  TranspoNet  which is to be  charged  to each
TranspoNet  Service  Provider who receives or processes  less than an average of
100 reservations per day during the preceding calendar month through the Genisys
System and/or the  TranspoNet  System.  The Basic Service  Provider  Booking Fee
shall be the same no matter which CRS initially delivered the reservation to the
Genisys System.  As of the date of this Agreement,  Genisys and TranspoNet agree
that the  initial  Basic  Service  Provider  Booking  Fee  shall  be  $3.90  per
reservation  received and processed by the Genisys  System and/or the TranspoNet
System,  regardless of whether such  reservation  is thereafter  changed  and/or
cancelled. The Basic Service Provider Booking Fee may hereafter only be modified
by a written agreement executed by Genisys and TranspoNet.

                  "CRS"  means any  computerized  reservation  system  owned and
operated by an entity other than Genisys with which (i) Genisys has entered into
an agreement  pursuant to which such computerized  reservation system has agreed
to accept  reservations  for Ground  Transportation  Services  and deliver  such
reservations  to the  Genisys  System  and (ii) the  Genisys  System  is able to
commercially  accept,  process and  transmit the  reservations  delivered to the
Genisys System by such computerized  reservation  system. As of the date of this
Agreement, a "CRS" includes, but is not limited to, the computerized reservation
systems  generally  known  as  "Apollo"  and  "Sabre".  As of the  date  of this
Agreement,  Genisys has entered into an agreement  with the CRS generally  known
"Worldspan"  pursuant to which "Worldspan" has agreed to accept reservations for
Ground  Transportation  Services  and deliver such  reservations  to the Genisys
System,  but the Genisys  System is not currently able to  commercially  accept,
process  and  transmit  the  reservations  delivered  to the  Genisys  System by
"Worldspan".  Genisys  anticipates  that  the  Genisys  System  will  be able to
commercially  accept,  process and  transmit the  reservations  delivered to the
Genisys  System by  "Worldspan"  within  ninety (90) days after the execution of
this  Agreement.  Whenever  the  Genisys  System  hereafter  becomes  capable of
commercially  accepting,  processing and  transmitting  reservations  for Ground
Transportation  Services  made through  "Worldspan"  or any other CRS other than
"Apollo"  and  "Sabre",  Genisys  shall  give  written  notice  of such  fact to
TranspoNet  as soon as  practicable  after  the  Genisys  System  acquires  such
capability.
                  "CRS Processing Fee" means the fee which is charged to Genisys
by a CRS for  each  reservation  for  Ground  Transportation  Services  which is
received and processed by such CRS and delivered to the Genisys System,  as such
fee may be changed from time to time in  accordance  with the  contract  between
Genisys and such CRS. As of the date of this  Agreement,  the CRS Processing Fee
charged by "Sabre"  and  "Worldspan"  is $1.00 per  reservation  (regardless  of
whether  such  reservation  is  thereafter  changed  or  cancelled)  and the CRS
Processing Fee charged by "Apollo" is $0.75 per  reservation  with an additional
$0.75 charge for each change to, or cancellation of, such  reservation.  Genisys
shall give written  notice of any change in the CRS Processing Fee to TranspoNet
as soon as practicable  after Genisys receives  notification of such change from
the CRS or such change has been agreed upon by Genisys and the CRS.

                  "Discounted Service Provider Booking Fee" means the fee agreed
upon from time to time by Genisys and TranspoNet  which is to be charged to each
TranspoNet  Service Provider who receives or processes an average of 100 or more
reservations  per day during the  preceding  calendar  month through the Genisys
System and/or the TranspoNet System. The Discounted Service Provider Booking Fee
shall be the same no matter which CRS initially delivered the reservation to the
Genisys System.  As of the date of this Agreement,  Genisys and TranspoNet agree
that the  initial  Discounted  Service  Provider  Booking Fee shall be $3.70 per
reservation  received and processed by the Genisys  System and/or the TranspoNet
System,  regardless of whether such  reservation  is thereafter  changed  and/or
cancelled.  The Discounted  Service  Provider  Booking Fee may hereafter only be
modified by a written agreement executed by Genisys and TranspoNet.

                  "Disputed  Charge"  means  the  fee  which,   except  for  the
provisions of Section 6.02 of this Agreement and the terms and provisions of the
service provider  agreement between Genisys and the TranspoNet Service Provider,
the  TranspoNet  Service  Provider  would  have  been  entitled  to  receive  in
connection with a Disputed Reservation.

                  "Disputed  Reservation" means a reservation relating to Ground
Transportation Services for which Genisys receives notice after the provision of
the Ground Transportation Services that the client or customer of the TranspoNet
Service  Provider  is  disputing  the  validity  or  size of the  charge  by the
TranspoNet  Service  Provider  to such  client or customer or the quality of the
Ground  Transportation  Services rendered by the TranspoNet  Service Provider in
connection with such TranspoNet Reservation.

                  "Genisys"  means  Genisys  Reservation  Systems,  Inc.,  a New
Jersey corporation, including all successors and assigns thereof.

                  "Genisys Confidentiality  Agreement" means the Confidentiality
Agreement made and effective as of November 15, 1997, by and between Genisys and
TranspoNet.

                  "Genisys Data" means any and all data and information which is
input into,  or  received or  processed  by the Genisys  System  relating to any
reservation for Ground Transportation Services,  including,  without limitation,
any TranspoNet Reservation.
                  "Genisys  System"  means  the  computerized   reservation  and
payment system for Ground  Transportation  Services which has been developed and
completed by Genisys and is known as the "Genisys  Reservation  System," and all
upgrades, modifications and enhancements to such computerized reservation system
as may be developed by Genisys during the term of this Agreement.

                  "Genisys/TranspoNet  Interface"  means (i) the computer system
or other  hardware and  software  that  functions  as an  interface  between the
Genisys  System and the  TranspoNet  System to deliver and  process  information
relating  to  TranspoNet   Reservations  between  the  Genisys  System  and  the
TranspoNet System, and (ii) all upgrades,  modifications and enhancements to the
computer system or other hardware  described in clause (i) of this definition as
may be  developed  during  the term of this  Agreement.  All  right,  title  and
interest in and to the Genisys/TranspoNet Interface shall be owned by TranspoNet
as more fully provided in Section 4.04 hereof.

                  "Ground  Transportation  Services" means the transportation of
one or more  individuals  from one or more  locations  to  another  location  or
locations, or a round trip between two locations, through the use of any and all
vehicles  used or  intended  to be used for the  picking up and  discharging  of
passengers for hire, including, but not limited to, stretch limousines,  sedans,
vans, black car services,  executive services,  shuttle service, bus service and
airport service vehicles.

                  "Intra-Service  Provider  Reservation"  means any  reservation
relating to Ground  Transportation  Services  which is accepted and processed by
the  Genisys  System  and  delivered  to  the  TranspoNet   System  through  the
Genisys/TranspoNet  Interface and thereafter is transferred  from one TranspoNet
Service Provider to another  TranspoNet  Service Provider through the TranspoNet
System.

                  "Off-Peak Hours" means any hours other than Peak Hours.

                  "Peak Hours" means all hours in the period commencing at
 8:00 a.m. on Monday and ending at 6:00 p.m. on Friday during each week.

                  "SEC"  means  the  United  States   Securities   and  Exchange
Commission and any successor or successors thereto.

                  "Service  Provider" means any individual,  firm,  partnership,
corporation  or  other  entity  which is in the  business  of  providing  Ground
Transportation Services for business and leisure travellers.

                  "Specifications"   means   the   functional,   technical   and
performance  specifications  for the Genisys System,  the TranspoNet System, the
Genisys/TranspoNet  Interface, the TranspoNet Software Program Interface, or the
TranspoNet Software Programs, as the case may be.

                  "TranspoNet" means The TranspoNet Companies,  Inc., a New York
Corporation,  including all subsidiaries,  affiliated companies,  successors and
assigns thereof.

                  "TranspoNet     Confidentiality     Agreement"    means    the
Confidentiality  Agreement  made and  effective as of November 15, 1997,  by and
between TranspoNet and Genisys.

                  "TranspoNet Data" means any and all data and information which
is input into, or received or processed by, the  TranspoNet  System  relating to
any  reservation  for Ground  Transportation  Services which is delivered to any
TranspoNet Service Provider.

                  "TranspoNet  Reservation"  means any  reservation  relating to
Ground Transportation  Services which are to be provided by a TranspoNet Service
Provider.

                  "TranspoNet Service Provider" means any Service Provider which
(i) has entered into an agreement with  TranspoNet to receive  reservations  for
Ground  Transportation  Services  through the TranspoNet  System and has entered
into a service  provider  agreement  with  Genisys to receive  payment  for each
TranspoNet Reservation for which it has rendered Ground Transportation  Services
in accordance with the terms and conditions of such service provider  agreement,
or (ii)  utilizes a  TranspoNet  Software  Program to perform its  "back-office"
functions  and has entered  into a service  provider  agreement  with Genisys to
receive payment for each TranspoNet Reservation for which it has rendered Ground
Transportation  Services in  accordance  with the terms and  conditions  of such
service provider agreement.

                  "TranspoNet  Software  Programs"  means  any and all  computer
software programs which are currently owned and marketed by TranspoNet, or which
may  hereafter  be  developed,  owned and marketed by  TranspoNet  and which are
designed to perform certain  "back-office"  functions for Service Providers such
as accounting,  accounts payable,  accounts  receivable,  etc. As of the date of
this Agreement,  "TranspoNet Software Programs" consist of the computer software
programs  commonly  known  as  "CARS,"  "Limoware",   "LMS"  and  "Odyssey".  If
TranspoNet  hereafter  develops  any  additional  TranspoNet  Software  Program,
TranspoNet  shall give Genisys  written  notice of such fact as soon as possible
after such development is complete and before  TranspoNet  begins to market such
additional TranspoNet Software Program.

                  "TranspoNet Software Program Interface" means (i) the computer
system or other hardware and software that functions as an interface between the
Genisys  System  and  TranspoNet   Software  Programs  to  deliver  and  process
information  relating to TranspoNet  Reservations between the Genisys System and
the  TranspoNet  Software  Programs,  and (ii) all upgrades,  modifications  and
enhancements to the computer system or other hardware described in clause (i) of
this definition as may be developed during the term of this Agreement.

                  "TranspoNet  System" means the  computerized  reservation  and
delivery  system  which has been  developed  by  TranspoNet  which will  deliver
TranspoNet  Reservations over the Internet directly into the computer systems of
TranspoNet Service Providers through a TranspoNet Software Program.

                  When  used  in  this  Agreement,  the  phrase  "term  of  this
Agreement" or other  similar term,  shall be deemed to include the original term
of this Agreement and any renewals  thereof as provided in Section 13.01 hereof,
unless the context clearly indicates otherwise.

                  Except  where the context  otherwise  requires,  words used in
this Agreement importing the singular number shall include the plural number and
vice  versa,   words  importing  persons  shall  include  firms,   associations,
corporations, partnerships and other entities, and pronouns stated in either the
masculine,  feminine or the neuter  gender  shall also  include  the  masculine,
feminine or the neuter gender, as the case may be.






                                                         2

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                                                    ARTICLE II

                          COMPLETION AND OPERATION OF THE TRANSPONET SYSTEM
-------------------------------------------------------------------------------


                  Section 2.01. Operation of the TranspoNet System. At all times
after the  Genisys/TranspoNet  Interface becomes  operational and the TranspoNet
System  begins to accept and  transmit  reservations  for Ground  Transportation
Services  received  from the Genisys  System to  TranspoNet  Service  Providers,
TranspoNet  shall  operate  the  TranspoNet  System in such a manner so that the
TranspoNet System shall:

                  (a)   Accept  and   process   all   reservations   for  Ground
Transportation  Services  delivered  to the  TranspoNet  System from the Genisys
System through the Genisys/TranspoNet Interface;

                  (b) Be  capable  of  accepting  from and  transmitting  to the
computer  systems of each  TranspoNet  Service  Provider  through the TranspoNet
Software  Programs all information  relating to each reservation  delivered from
the Genisys System;

                  (c) Transmit all information relating to each reservation made
through  the  Genisys  System  through  the   Genisys/TranspoNet   Interface  to
TranspoNet  Service  Providers in a timely and efficient manner  consistent with
acceptable industry standards;

                  (d) Be capable of accepting  from,  and  transmitting  to, the
various  computer  systems of the TranspoNet  Service  Providers all information
relating  to each  Intra-Service  Provider  Reservation  which is intended to be
delivered or transmitted through the TranspoNet System;

                  (e) Be kept in good working order and repair  consistent  with
industry  standards and practice,  perform in  accordance  with the  performance
criteria and be otherwise free of errors.

                  Section  2.02.  Availability.   Except  during  shutdowns  for
scheduled   maintenance  and  during  any  other  unanticipated  or  unscheduled
emergency  maintenance  or  other  shutdowns,  the  TranspoNet  System  shall be
available  24 hours each day,  Monday  through  Sunday,  to accept  and  process
reservations from the Genisys System. During any period of time in excess of two
hours  during the Peak  Hours,  or in excess of six hours  during  the  Off-Peak
Hours,  where the  TranspoNet  System is unable to deliver  reservations  to the
TranspoNet  Service  Providers as contemplated  in Section 2.01 hereof,  Genisys
shall be entitled to utilize the  contingency  plan developed in accordance with
Section 2.03 of this Agreement to transmit to the TranspoNet  Service  Providers
all  reservations  which  otherwise  would have been  transmitted  to TranspoNet
Service  Providers in  accordance  with  Section  2.01  hereof.  Notwithstanding
anything  herein to the contrary,  so long as the TranspoNet  Service  Providers
shall accept, process and provide
Ground  Transportation  Services  for  reservations  which  are  transmitted  to
TranspoNet  Service  Providers  pursuant to the  contingency  plan  developed in
accordance with Section 2.03 of this Agreement,  TranspoNet shall not in any way
be liable for any loss of business or revenue suffered by Genisys as a result of
reservations being transmitted pursuant to such contingency plan.

                  Section 2.03.  Contingency  Plan. As soon as practicable after
the execution of this Agreement, Genisys and TranspoNet shall develop a mutually
acceptable  contingency  plan  designed to enable  Genisys to transmit,  and the
TranspoNet  Service  Providers to receive and process,  reservations  for Ground
Transportation  Services  through means other than the TranspoNet  System.  Once
Genisys and  TranspoNet  have  agreed on such a  contingency  plan,  Genisys and
TranspoNet  shall keep such  contingency  plan in place at all times  during the
term of this  Agreement and Genisys and  TranspoNet  shall use such plan in each
instance in which the TranspoNet System is unable to deliver reservations to the
TranspoNet  Service  Providers as contemplated in Section 2.01 of this Agreement
for a period of time  greater  than two hours during the Peak Hours or six hours
during the  Off-Peak  Hours.  During  the term of this  Agreement,  Genisys  and
TranspoNet shall test the  implementation of such contingency plan on a periodic
basis at least once every year.







                                                         3

<PAGE>



                                                    ARTICLE III

                                          OPERATION OF THE GENISYS SYSTEM
-------------------------------------------------------------------------------


                  Section 3.01.  Operation of the Genisys  System.  At all times
after  the  Genisys/TranspoNet  Interface  or the  TranspoNet  Software  Program
Interface becomes operational and either Interface begins to accept and transmit
reservations for Ground  Transportation  Services from the Genisys System to the
TranspoNet Service Providers, Genisys shall operate the Genisys System in such a
manner so that the Genisys System shall:

                  (a)    Accept and process all reservations for Ground
         Transportation Services made through the CRSs;

                  (b) Be capable of  accepting  from,  and  transmitting  to the
TranspoNet  Service Providers  through the use of either the  Genisys/TranspoNet
Interface or the  TranspoNet  Software  Program  Interface  certain  information
relating to each TranspoNet Reservation made through the CRSs;

                  (c)  Transmit  all  information  relating  to each  TranspoNet
Reservation  made  through  the  CRSs  through  either  the   Genisys/TranspoNet
Interface or the TranspoNet Software Program Interface in a timely and efficient
manner consistent with acceptable industry standards and practice; and

                  (d) Be kept in good working order and repair  consistent  with
industry  standards and practice,  perform in  accordance  with the  performance
criteria and otherwise be free from errors.

                  Section  3.02.  Availability.   Except  during  shutdowns  for
scheduled   maintenance  and  during  any  other  unanticipated  or  unscheduled
emergency maintenance or other shutdowns,  the Genisys System shall be available
24 hours each day,  Monday through Sunday,  to process and deliver  requests for
reservations   from  CRSs  to  either  the   TranspoNet   System   through   the
Genisys/TranspoNet  Interface or the TranspoNet  Software  Programs  through the
TranspoNet  Software Program  Interface.  During any period of time in excess of
two hours  during the Peak Hours,  or in excess of six hours during the Off-Peak
Hours,  where  the  Genisys  System is unable  to  deliver  reservations  to the
TranspoNet Service Providers as contemplated in Section 3.01 hereof,  TranspoNet
and  the  TranspoNet   Service  Providers  shall  be  entitled  to  utilize  the
contingency  plan developed in accordance with Section 3.03 of this Agreement to
receive all  reservations  which  otherwise  would have been  transmitted to the
TranspoNet   Service   Providers  in   accordance   with  Section  3.01  hereof.
Notwithstanding  anything  herein  to the  contrary,  so long as the  TranspoNet
Service  Providers  shall  accept,  process  and provide  Ground  Transportation
Services for reservations which are transmitted to TranspoNet Service Providers
pursuant to the  contingency  plan developed in accordance  with Section 3.03 of
this Agreement,  Genisys shall not in any way be liable for any loss of business
or revenue suffered by TranspoNet as a result of reservations  being transmitted
pursuant to such contingency plan.

                  Section 3.03.  Contingency  Plan. As soon as practicable after
the execution of this Agreement, Genisys and TranspoNet shall develop a mutually
acceptable  contingency plan designed to enable the TranspoNet Service Providers
to receive and process reservations for Ground Transportation  Services from the
CRSs through means other than the Genisys  System.  Once Genisys and  TranspoNet
have agreed on such a contingency  plan,  Genisys and TranspoNet shall keep such
contingency  plan in place at all times  during the term of this  Agreement  and
Genisys and TranspoNet shall use such plan in each instance in which the Genisys
System is unable to deliver  reservations to the TranspoNet Service Providers as
contemplated in Section 3.01 of this Agreement for a period of time greater than
two hours during the Peak Hours or six hours during the Off-Peak  Hours.  During
the term of this Agreement, Genisys and TranspoNet shall test the implementation
of such contingency plan on a periodic basis at least once every year.







                                                         4

<PAGE>



                                                    ARTICLE IV

             COMPLETION AND OPERATION OF THE GENISYS/TRANSPONET INTERFACE
-------------------------------------------------------------------------------


                  Section 4.01. Completion of the Genisys/TranspoNet  Interface.
TranspoNet  has  heretofore  begun to design,  develop,  construct  and test the
Genisys/TranspoNet Interface and, after the date of execution of this Agreement,
TranspoNet  shall continue to diligently  proceed with the design,  development,
construction and testing of the  Genisys/TranspoNet  Interface and shall use its
best efforts to complete the Genisys/TranspoNet Interface in accordance with the
Project Schedule referred to in Section 4.03 hereof.

                  Section    4.02.    Cooperation    in    Completion   of   the
Genisys/TranspoNet  Interface and Costs Related Thereto.  Genisys shall give its
full and complete  cooperation  to  TranspoNet  in  connection  with the design,
development,  construction and testing of the  Genisys/TranspoNet  Interface and
shall provide to Transponet all  information,  requirements  and  Specifications
relating  to the  Genisys  System  which  may  reasonably  be needed in order to
design, develop,  construct and test the Genisys/TranspoNet  Interface.  Genisys
and TranspoNet shall each be responsible for paying all of their own costs, fees
or  expenses  incurred  by them in  connection  with  the  design,  development,
construction  or testing of the  Genisys/TranspoNet  Interface  and of complying
with the provisions of this Section 4.02. Except for its obligations to give its
full and  complete  cooperation  and to pay its own costs,  fees and expenses as
previously  set  forth  in this  Section  4.02,  Genisys  shall  have  no  other
obligation relating to the design, development,  construction and testing of the
Genisys/TranspoNet  Interface and TranspoNet shall have the sole  responsibility
to  complete   the  design,   development,   construction   or  testing  of  the
Genisys/TranspoNet Interface.

Section  4.03.  Project  Schedule.  TranspoNet  shall  use its best  efforts  to
complete  the  Genisys/TranspoNet  Interface  in  accordance  with  the  Project
Schedule attached hereto as Schedule A.

                  Section  4.04.  Ownership  and  Use of the  Genisys/TranspoNet
Interface.  Subject to the provisions of Section 4.06 hereof,  all right,  title
and  interest in and to the  Genisys/TranspoNet  Interface,  including,  without
limitation,  all  patent  rights,  copyrights,  copyright  registrations,  trade
secrets, trademarks,  service marks and trademark and service mark registrations
relating to the  Genisys/TranspoNet  Interface,  shall be owned by TranspoNet at
all times during the term of this  Agreement and Genisys shall have no rights in
the Genisys/TranspoNet Interface except as expressly provided in this Agreement.
At all times during this Agreement,  Genisys and TranspoNet  shall each have the
unrestricted  right to use the  Genisys/TranspoNet  Interface  for the  purposes
contemplated by this Agreement and each shall have the right to copy the same as
is reasonably  necessary for archival and backup  purposes.  Upon termination of
this  Agreement,  and  subject to the  obligations  set forth in  Section  13.03
hereof,  the  Genisys/TranspoNet   Interface  shall  continue  to  be  owned  by
TranspoNet.

                  Section    4.05.    Maintenance    and    Support    of    the
Genisys/TranspoNet  Interface.  During  the term of this  Agreement,  TranspoNet
shall provide,  at its cost and expense,  the necessary  services related to the
support  and  maintenance  of  the  Genisys/TranspoNet  Interface  so  that  the
Genisys/TranspoNet  Interface  performs  in  accordance  with  the  agreed  upon
performance criteria and is otherwise free from errors.

                  Section 4.06. Changes,  Modifications,  Upgrades,  Etc. to the
Genisys/TranspoNet Interface.  TranspoNet shall not make any programming change,
addition,    deletion,    upgrade,    modification   or   enhancement   to   the
Genisys/TranspoNet  Interface  which  adversely  affects  the  operation  of the
Genisys/TranspoNet  Interface or its ability to transmit information relating to
TranspoNet  Reservations  between the Genisys System and the  Genisys/TranspoNet
Interface, without the prior written consent of Genisys.

                  Section  4.07.  Availability.   Except  during  shutdowns  for
scheduled   maintenance  and  during  any  other  unanticipated  or  unscheduled
emergency maintenance or other shutdowns, the Genisys/TranspoNet Interface shall
be available 24 hours each day,  Monday  through  Sunday,  to accept and process
information relating to reservations for Ground Transportation  Services between
the  Genisys  System  and the  TranspoNet  System.  During any period of time in
excess of two hours during the Peak Hours,  or in excess of six hours during the
Off-Peak Hours, where the Genisys/TranspoNet Interface is not operational or not
operating  properly,  Genisys shall be entitled to utilize the contingency  plan
developed in accordance  with Section 2.03 of this  Agreement to transmit to the
TranspoNet  Service  Providers all reservations  which otherwise would have been
transmitted  to TranspoNet  Service  Providers in  accordance  with Section 2.01
hereof.  Notwithstanding  anything  herein  to  the  contrary,  so  long  as the
TranspoNet   Service   Providers  shall  accept,   process  and  provide  Ground
Transportation  Services for  reservations  which are  transmitted to TranspoNet
Service Providers  pursuant to the contingency plan developed in accordance with
Section 2.03 of this  Agreement,  TranspoNet  shall not in any way be liable for
any loss of business or revenue  suffered by Genisys as a result of reservations
being transmitted pursuant to such contingency plan.

                  Section 4.08.  Confidential  Treatment. To the extent that the
Genisys/TranspoNet  Interface represents or contains Confidential Information as
defined in the Genisys  Confidentiality  Agreement,  if and when  TranspoNet has
access  to  such   Confidential   Information,   TranspoNet   shall  treat  such
Confidential  Information  in  accordance  with the  provisions  of the  Genisys
Confidentiality  Agreement. To the extent that the Genisys/TranspoNet  Interface
represents or contains  Confidential  Information  as defined in the  TranspoNet
Confidentiality  Agreement,  if and when Genisys has access to such Confidential
Information,  Genisys shall treat such  Confidential  Information  in accordance
with the provisions of the TranspoNet Confidentiality Agreement.

                  Section  4.09.   Bi-Weekly  Reports  to  Genisys.   After  the
Genisys/TranspoNet  Interface  becomes  operational  and  begins to  accept  and
process  reservations  from the Genisys  System in accordance  with Section 2.01
hereof,  TranspoNet  shall provide to Genisys on a bi-weekly basis  computerized
reports which describe all of the reservations made through the
TranspoNet  System in the  preceding  two weeks which were  confirmed  for,  and
transmitted  to,  TranspoNet  Service  Providers in accordance with Section 2.01
hereof.  The form and  content  of such  bi-weekly  reports  shall be  hereafter
mutually agreed upon by Genisys and TranspoNet;  provided,  however, that in any
event,  such  bi-weekly  reports shall include,  among other things,  a detailed
listing of all Intra-Service Provider Reservation transactions among the various
TranspoNet Service Providers. TranspoNet shall deliver such bi-weekly reports to
Genisys not later than the Friday  following the end of the preceding  bi-weekly
period.  Upon reasonable  notice and request by Genisys,  TranspoNet  shall make
available for review and inspection by Genisys and/or its accountants, attorneys
and other agents, all books, records, reports, statements,  print-outs and other
documents  and  information  upon  which  the  bi-weekly   reports  produced  by
TranspoNet in accordance with this Section 4.09 are based.





                                                         5

<PAGE>



                                                     ARTICLE V

                                           COMPLETION OF THE TRANSPONET
                                             SOFTWARE PROGRAM INTERFACE
------------------------------------------------------------------------------


                  Section 5.01.  Operation and  Effectiveness of this Article V.
This Article V shall become  operational  and effective and be in full force and
effect  if: (i) at any time  TranspoNet  elects to have the  provisions  of this
Article V become  operational and effective by delivering written notice of such
election to Genisys,  in which case this Article  shall become  operational  and
effective  immediately upon Genisys' receipt of such notice; or (ii) at any time
when Genisys and TranspoNet mutually agree that the provisions of this Article V
shall become operational and effective,  in which case this Article shall become
operational  and  effective  at the time  mutually  agreed  upon by Genisys  and
TranspoNet.  The provisions of this Article V are intended to supplement, and be
in addition to, the provisions of Articles II and IV of this Agreement,  are not
intended,  in any  way,  to be an  alternative  to,  or  substitution  for,  the
provisions of Articles II and IV.

                  Section 5.02.  Completion of the TranspoNet  Software  Program
Interface.  As soon as practicable after the provisions of this Article V become
operational, Genisys and TranspoNet shall commence with the design, development,
construction and testing of the TranspoNet  Software Program  Interface and such
Interface shall be completed as soon as possible thereafter.

                  Section 5.03.  TranspoNet's  Cooperation  in Completion of the
TranspoNet  Software  Program  Interface.  TranspoNet  shall  give  its full and
complete  cooperation  to Genisys in  connection  with the design,  development,
construction and testing of the TranspoNet  Software Program Interface and shall
provide to Genisys all information,  requirements and Specifications relating to
the TranspoNet Software Programs,  which Genisys may reasonably need in order to
design,  develop,  construct and test the TranspoNet Software Program Interface.
Genisys and  TranspoNet  shall each be  responsible  for paying all of their own
costs,  fees or  expenses  incurred  by  them in  connection  with  the  design,
development,   construction  or  testing  of  the  TranspoNet  Software  Program
Interface and of compliance with the provisions of this Section 5.03. Except for
its  obligations  to give its full and complete  cooperation  and to pay its own
costs,  fees  and  expenses  as  previously  set  forth  in this  Section  5.03,
TranspoNet shall have no other obligation  relating to the design,  development,
construction  and  testing of the  TranspoNet  Software  Program  Interface  and
Genisys shall have the sole responsibility to complete the design,  development,
construction or testing of the TranspoNet Software Program Interface.

Section 5.04. Ownership of the TranspoNet Software Program Interface. Subject to
the provisions of Section 5.05 hereof,  all right,  title and interest in and to
the TranspoNet Software Program Interface,  including,  without limitation,  all
patent rights, copyrights,  copyright registrations,  trade secrets, trademarks,
service  marks and  trademark  and service  mark  registrations  relating to the
TranspoNet  Software Program  Interface,  shall be owned by Genisys at all times
during the term of this  Agreement  and  TranspoNet  shall have no rights in the
TranspoNet  Software  Program  Interface  except as  expressly  provided in this
Agreement. At all times during this Agreement, Genisys and TranspoNet shall each
have the unrestricted right to use the TranspoNet Software Program Interface for
the purposes  contemplated  by this  Agreement  and each shall have the right to
copy the same as is reasonably necessary for archival and backup purposes.  Upon
termination  of this  Agreement,  and  subject to the  obligations  set forth in
Section 13.03 hereof,  the TranspoNet  Software Program Interface shall continue
to be owned by Genisys.

                  Section 5.05. Changes,  Modifications,  Upgrades,  Etc. to the
TranspoNet  Software Program  Interface.  Genisys shall not make any programming
change,  addition,  deletion,  upgrade,   modification  or  enhancement  to  the
TranspoNet  Software Program  Interface which adversely affects the operation of
the TranspoNet Software Program Interface or its ability to transmit information
relating  to  TranspoNet   Reservations  between  the  Genisys  System  and  the
TranspoNet  Software  Program  Interface,  without the prior written  consent of
TranspoNet.

                  Section 5.06.  Contingency  Plan. As soon as practicable after
the execution of this Agreement, Genisys and TranspoNet shall develop a mutually
acceptable  contingency  plan  designed to enable  Genisys to transmit,  and the
TranspoNet  Service  Providers  to receive and process  reservations  for Ground
Transportation Services through means other than the TranspoNet Software Program
Interface.  Once Genisys and TranspoNet have agreed on such a contingency  plan,
Genisys and TranspoNet  shall keep such  contingency  plan in place at all times
during  the term of this  Agreement  and  Genisys  shall  use such  plan in each
instance in which the TranspoNet  Software Program  Interface is not operational
or is otherwise  unavailable  for a period of time greater than two hours during
the Peak Hours or six hours during the Off-Peak  Hours.  During the term of this
Agreement,  Genisys  and  TranspoNet  shall  test  the  implementation  of  such
contingency plan on a periodic basis at least once every year.

                  Section 5.07.  Confidential  Treatment. To the extent that the
TranspoNet  Software  Program  Interface  represents  or  contains  Confidential
Information  as defined in the Genisys  Confidentiality  Agreement,  if and when
TranspoNet has access to such Confidential  Information,  TranspoNet shall treat
such  Confidential  Information in accordance with the provisions of the Genisys
Confidentiality  Agreement.  To the extent that the TranspoNet  Software Program
Interface  represents  or contains  Confidential  Information  as defined in the
TranspoNet  Confidentiality  Agreement,  if and when  Genisys has access to such
Confidential  Information,  Genisys shall treat such Confidential Information in
accordance with the provisions of the TranspoNet Confidentiality Agreement.

                  Section  5.08.  Bi-Weekly  Reports  to  TranspoNet.  After the
TranspoNet  Software Program Interface becomes  operational and begins to accept
and process  reservations  delivered  from the  Genisys  System,  Genisys  shall
provide to TranspoNet on a bi-weekly basis  computerized  reports which describe
all of the  reservations  made  through  the Genisys  System and the  TranspoNet
Software Program Interface in the preceding two weeks which were
confirmed for, and transmitted to, TranspoNet  Service  Providers.  The form and
content of such  bi-weekly  reports shall be hereafter  mutually  agreed upon by
Genisys and TranspoNet;  provided,  however,  that in any event,  such bi-weekly
reports shall include,  among other things, the date the reservation was made, a
description  of the  origination  and  destination of the ride, the date of such
ride and the fee received for such Ground Transportation Services. Genisys shall
deliver such bi-weekly reports to TranspoNet not later than the Friday following
the end of the preceding bi-weekly period. Upon reasonable notice and request by
TranspoNet, Genisys shall make available for review and inspection by TranspoNet
and/or its accountants, attorneys and other agents, all books, records, reports,
statements,  print-outs  and other  documents  and  information  upon  which the
bi-weekly  reports  produced by Genisys in accordance with this Section 5.08 are
based.

                  Section  5.09.  Failure to Complete  the  TranspoNet  Software
Program  Interface.   If  the  TranspoNet  Software  Program  Interface  is  not
operational  by no later  than  sixty  (60) days  after the  provisions  of this
Article V shall have become operational and effective,  then, unless Genisys and
TranspoNet mutually agree otherwise,  this Agreement shall immediately terminate
and thereafter  shall become null and void in its entirety,  except as otherwise
provided in Section 13.11 hereof. If this Agreement  terminates and becomes null
and void as a result of the preceding sentence,  Genisys and TranspoNet shall be
completely  free  and   unrestricted  to  pursue  and  enter  into   alternative
contractual  arrangements  with any third  parties  which cover the same subject
matter, in whole or in part, as is the subject of this Agreement.

                  Section 5.10.  Consent of  TranspoNet  Required for Use of the
TranspoNet Software Program Interface.  Notwithstanding anything in this Article
V or elsewhere in this Agreement to the contrary,  whenever  Genisys  desires to
have the Genisys  System utilize the TranspoNet  Software  Program  Interface to
transmit reservations to a particular TranspoNet Service Provider,  Genisys must
obtain the prior written consent of TranspoNet  before the Genisys System begins
to transmit  reservations to each such TranspoNet  Service  Provider through the
use of the TranspoNet Software Program Interface.




                                                         6

<PAGE>


                                                    ARTICLE VI

                                              FINANCIAL ARRANGEMENTS
------------------------------------------------------------------------------



                  Section 6.01. Payments to Genisys and TranspoNet.  Genisys and
TranspoNet agree that Genisys,  TranspoNet and each TranspoNet  Service Provider
shall  receive  payment  in  accordance  with the terms and  provisions  of this
Article VI for their services  rendered in connection with each  reservation for
Ground  Transportation  Services received and processed by the Genisys System in
accordance with the terms and provisions of this Agreement.

                  Section 6.02. Payments to TranspoNet Service Providers. Within
five  (5)  business  days  after  a  TranspoNet   Service  Provider  inputs  the
information  required to be inputted into the Genisys System in connection  with
each reservation for Ground  Transportation  Services  received and processed by
such TranspoNet  Service Provider,  Genisys will make payment to such TranspoNet
Service  Provider  of all  amounts  due and  owing  to such  TranspoNet  Service
Provider  on the  terms  and  conditions  set  forth in this  paragraph.  At the
conclusion  of each business  day,  Genisys shall  calculate and make payment to
such TranspoNet Service Provider of all amounts due and owing to such TranspoNet
Service Provider as follows:

  (i)    Genisys shall calculate the aggregate dollar amount (gross amount) due
to the TranspoNet  Service Provider for all reservations  received and processed
by the  TranspoNet  Service  Provider in accordance  with this Agreement and the
terms of the service  provider  agreement  between  Genisys and such  TranspoNet
Service Provider at least five (5) business days prior thereto and for which the
TranspoNet Service Provider has not previously been paid;

   (ii)   Except as otherwise set forth in Section 6.10 hereof, Genisys shall
deduct from the amount  calculated in accordance with clause (i) above the total
aggregate  dollar amount of: (a) all payment  processing fees which Genisys must
pay in  connection  with the  reservations  for  which  the  TranspoNet  Service
Provider is entitled to receive payment under clause (i) above;  (b) in the case
of a TranspoNet Service Provider who received and processed less than an average
of 100  reservations  per day during the  preceding  calendar  month,  all Basic
Service  Provider  Booking  Fees  relating  to all  reservations  for  which the
TranspoNet  Service  Provider is entitled to receive  payment  under  clause (i)
above;  and (c) in the case of a  TranspoNet  Service  Provider who received and
processed an average of 100 or more  reservations  per day during the  preceding
calendar month,  all Discounted  Service  Provider  Booking Fees relating to all
reservations  for which the TranspoNet  Service  Provider is entitled to receive
payment under clause (i) above;

     (iii)  Genisys shall deduct from the remaining amount the sum of all
Disputed  Charges which it is entitled to withhold from the  TranspoNet  Service
Provider in accordance with the terms of the service provider  agreement between
Genisys and such TranspoNet Service Provider; and

   (iv)   Genisys shall add to the remaining amount the sum of all Disputed
Charges which have been resolved in favor of the TranspoNet  Service Provider in
accordance with the terms of the service provider  agreement between Genisys and
such TranspoNet Service Provider.

                  The amount  remaining after the  calculations,  deductions and
additions  required by clauses (i), (ii),  (iii) and (iv) above shall be the net
amount payable by Genisys to the TranspoNet Service Provider.

                  Section   6.03.   Calculation   of  Payments  to  Genisys  and
TranspoNet  When  Utilizing  the  Genisys/TranspoNet  Interface.  If the Genisys
System transmits  reservations to the TranspoNet  Service  Providers through the
Genisys/TranspoNet  Interface  as  contemplated  by  Articles  II and IV of this
Agreement,  then,  on Saturday of each week,  Genisys  shall make the  following
calculations:

 (i)    Genisys shall calculate the total aggregate dollar amount of all CRS
Processing  Fees deducted by Genisys in  accordance  with clause (ii) of Section
6.02 in connection  with all  reservations  for Ground  Transportation  Services
which were transmitted  through the  Genisys/TranspoNet  Interface and for which
all  TranspoNet  Service  Providers  received  payment from Genisys  during such
preceding week;

  (ii)   Genisys shall: (a) calculate the total aggregate dollar amount of all
Basic  Service  Provider  Booking Fees  deducted by Genisys in  accordance  with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were received by the Genisys System from any CRS
other than "Apollo" and transmitted through the Genisys/TranspoNet Interface and
for which all TranspoNet  Service Providers received payment from Genisys during
such  preceding  week; (b) calculate the dollar amount which equals 70.7% of the
total aggregate  dollar amount  calculated in accordance with clause (a) of this
subparagraph and such amount shall be retained by Genisys; and (c) calculate the
dollar amount which equals 29.3% of the total aggregate dollar amount calculated
in  accordance  with clause (a) of this  subparagraph  and such amount  shall be
payable to TranspoNet;

 (iii)  Genisys shall: (a) calculate the total aggregate dollar amount of all
Basic  Service  Provider  Booking Fees  deducted by Genisys in  accordance  with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were  received  by the  Genisys  System from the
"Apollo" CRS and transmitted  through the  Genisys/TranspoNet  Interface and for
which all TranspoNet Service Providers received payment from Genisys during such
preceding  week; (b) calculate the dollar amount which equals 71.5% of the total
aggregate  dollar  amount  calculated  in  accordance  with  clause  (a) of this
subparagraph and such amount shall be retained by Genisys; and (c) calculate the
dollar amount which equals 28.5% of the total aggregate dollar amount calculated
in  accordance  with clause (a) of this  subparagraph  and such amount  shall be
payable to TranspoNet;

(iv)   Genisys shall: (a) calculate the total aggregate dollar amount of all
Discounted  Service Provider Booking Fees deducted by Genisys in accordance with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were received by the Genisys System from any CRS
other than "Apollo" and transmitted through the Genisys/TranspoNet Interface and
for which all TranspoNet  Service Providers received payment from Genisys during
such  preceding  week; (b) calculate the dollar amount which equals 70.0% of the
total aggregate  dollar amount  calculated in accordance with clause (a) of this
subparagraph and such amount shall be retained by Genisys; and (c) calculate the
dollar amount which equals 30.0% of the total aggregate dollar amount calculated
in  accordance  with clause (a) of this  subparagraph  and such amount  shall be
payable to TranspoNet; and

   (v)    Genisys shall: (a) calculate the total aggregate dollar amount of all
Discounted  Service Provider Booking Fees deducted by Genisys in accordance with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were  received  by the  Genisys  System from the
"Apollo" CRS and transmitted through the Transponet  Interface and for which all
TranspoNet Service Providers received payment from Genisys during such preceding
week; (b) calculate the dollar amount which equals 70.0% of the total  aggregate
dollar amount  calculated in accordance with clause (a) of this subparagraph and
such amount shall be retained by Genisys;  and (c)  calculate  the dollar amount
which equals 30.0% of the total aggregate dollar amount calculated in accordance
with  clause  (a) of this  subparagraph  and such  amount  shall be  payable  to
TranspoNet.

                  Section   6.04.   Calculation   of  Payments  to  Genisys  and
TranspoNet  When Utilizing the TranspoNet  Software  Program  Interface.  If the
Genisys  System  transmits  reservations  to the  TranspoNet  Service  Providers
through the TranspoNet  Software Program  Interface as contemplated by Article V
of this  Agreement,  then,  on  Saturday  of each week,  Genisys  shall make the
following calculations:

   (i)    Genisys shall calculate the total aggregate dollar amount of all CRS
Processing  Fees deducted by Genisys in  accordance  with clause (ii) of Section
6.02 in connection  with all  reservations  for Ground  Transportation  Services
which were transmitted through the TranspoNet Software Program Interface and for
which all TranspoNet Service Providers received payment from Genisys during such
preceding week;

 (ii)   Genisys shall: (a) calculate the total aggregate dollar amount of all
Basic  Service  Provider  Booking Fees  deducted by Genisys in  accordance  with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were received by the Genisys System from any CRS
other than "Apollo" and  transmitted  through the  TranspoNet  Software  Program
Interface and for which all TranspoNet  Service Providers  received payment from
Genisys during such preceding week; (b) calculate the dollar amount which equals
78.0% of the total aggregate dollar amount  calculated in accordance with clause
(a) of this  subparagraph and such amount shall be retained by Genisys;  and (c)
calculate  the dollar  amount which equals 22.0% of the total  aggregate  dollar
amount  calculated in accordance with clause (a) of this  subparagraph  and such
amount shall be payable to TranspoNet;

  (iii)  Genisys shall: (a) calculate the total aggregate dollar amount of all
Basic  Service  Provider  Booking Fees  deducted by Genisys in  accordance  with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were  received  by the  Genisys  System from the
"Apollo" CRS and transmitted  through the TranspoNet  Software Program Interface
and for which all TranspoNet  Service  Providers  received  payment from Genisys
during such  preceding  week; (b) calculate the dollar amount which equals 79.0%
of the total aggregate dollar amount calculated in accordance with clause (a) of
this  subparagraph  and  such  amount  shall be  retained  by  Genisys;  and (c)
calculate  the dollar  amount which equals 21.0% of the total  aggregate  dollar
amount  calculated in accordance with clause (a) of this  subparagraph  and such
amount shall be payable to TranspoNet;

  (iv)   Genisys shall: (a) calculate the total aggregate dollar amount of all
Discounted  Service Provider Booking Fees deducted by Genisys in accordance with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were received by the Genisys System from any CRS
other than "Apollo" and  transmitted  through the  TranspoNet  Software  Program
Interface and for which all TranspoNet  Service Providers  received payment from
Genisys during such preceding week; (b) calculate the dollar amount which equals
78.0% of the total aggregate dollar amount  calculated in accordance with clause
(a) of this  subparagraph and such amount shall be retained by Genisys;  and (c)
calculate  the dollar  amount which equals 22.0% of the total  aggregate  dollar
amount  calculated in accordance with clause (a) of this  subparagraph  and such
amount shall be payable to TranspoNet; and

   (v)    Genisys shall: (a) calculate the total aggregate dollar amount of all
Discounted  Service Provider Booking Fees deducted by Genisys in accordance with
clause  (ii) of Section  6.02 in  connection  with all  reservations  for Ground
Transportation  Services  which were  received  by the  Genisys  System from the
"Apollo" CRS and transmitted  through the TranspoNet  Software Program Interface
and for which all TranspoNet  Service  Providers  received  payment from Genisys
during such  preceding  week; (b) calculate the dollar amount which equals 79.0%
of the total aggregate dollar amount calculated in accordance with clause (a) of
this  subparagraph  and  such  amount  shall be  retained  by  Genisys;  and (c)
calculate  the dollar  amount which equals 21.0% of the total  aggregate  dollar
amount  calculated in accordance with clause (a) of this  subparagraph  and such
amount shall be payable to TranspoNet.

                  Section 6.05.  Payments to  TranspoNet.  Genisys shall pay all
amounts due and owing to TranspoNet  in  accordance  with Sections 6.03 and 6.04
hereof  as soon as  practicable  after  the  calculation  of  such  payments  in
accordance  with such  Sections,  but in no event  later than  Wednesday  of the
following week.  Notwithstanding  anything in this Agreement to the contrary, in
making the weekly payments to TranspoNet  required by this Section 6.05, Genisys
shall use its best estimate of the CRS Processing Fees which must be paid to the
"Apollo" CRS in connection with all TranspoNet Reservations for which TranspoNet
is receiving  payment as part of such weekly payment.  Thereafter,  when Genisys
receives the actual  statement of all CRS  Processing  Fees due and owing to the
"Apollo"  CRS for the  TranspoNet  Reservations  for which  TranspoNet  received
payment in the  preceding  month,  Genisys  shall make an adjustment to the next
weekly  payment due and owing to TranspoNet to reflect the actual CRS Processing
Fees
owed to the "Apollo" CRS for all such TranspoNet Reservations. Each payment made
to TranspoNet pursuant to this Section 6.05 shall be accompanied by a statement,
print-out  or other  exhibit or  schedule  detailing  the  calculations  made by
Genisys in  accordance  with this Article VI in order to determine the amount of
the payment then being made to TranspoNet.

                  Section  6.06.  Payments to Genisys.  In addition to all other
amounts which Genisys is entitled to receive in accordance  with this Agreement,
TranspoNet agrees to pay to Genisys an amount equal to 28.0% of the fee received
by TranspoNet for each Intra-Service Provider Reservation  transaction occurring
during the term of this Agreement. In order to calculate such amounts payable to
Genisys,  TranspoNet  shall,  on Saturday of each week (a)  calculate  the total
aggregate  dollar amount of all fees  received by TranspoNet in connection  with
all  Intra-Service  Provider  Reservation   transactions  occurring  during  the
preceding  week, (b) calculate the dollar amount which equals 28.0% of the total
aggregate  dollar  amount  calculated  in  accordance  with  clause  (a) of this
sentence  and such amount  shall be payable to Genisys,  and (c)  calculate  the
dollar amount which equals 72.0% of the total aggregate dollar amount calculated
in accordance with clause (a) of this sentence and such amount shall be retained
by  TranspoNet.  TranspoNet  shall pay all  amounts  due and owing to Genisys in
accordance  with this Section 6.06 as soon as practicable  after the calculation
of such  payments in accordance  with this  Section,  but in no event later than
Wednesday of the following week.

                  Section  6.07.  Cost of Dedicated  Lease Line.  If the Genisys
System shall be transmitting reservations to the Genisys/TranspoNet Interface as
contemplated  by  Articles  II and IV of  this  Agreement  through  the use of a
dedicated leased phone line, then Genisys shall be

responsible  for  paying  70.0%  of the  cost of the  dedicated  lease  line and
TranspoNet shall be responsible for paying the remaining 30.0% of such cost.

                  Section  6.08. No  Connection  Charges to  TranspoNet  Service
Providers.  No  portion of the costs or  expenses  incurred  by  Genisys  and/or
TranspoNet in connection with the design,  development,  construction or testing
of the Genisys/TranspoNet Interface or the TranspoNet Software Program Interface
or in  connection  with  soliciting or  convincing  Service  Providers to become
TranspoNet  Service  Providers  and connect with the  TranspoNet  System and the
Genisys System as  contemplated by this Agreement shall be charged in any way to
the TranspoNet Service Providers,  provided, however, that TranspoNet shall have
the right to charge any  TranspoNet  Service  Provider for the costs incurred by
TranspoNet  in  connection  with any  customization  of the  TranspoNet  Service
Provider's  computer  system that is necessary to enable such computer system to
receive  reservations  from the  TranspoNet  System or  through  the  TranspoNet
Software Program Interface.

                  Section 6.09.  Promotional  and Advertising  Expenses.  Unless
otherwise  agreed to in writing prior to the  incurrence of any  promotional  or
advertising expense, Genisys and TranspoNet shall each be responsible for paying
all of their own promotional or advertising  costs or expenses  incurred by them
in connection  with  advertising or promoting the  availability of receiving and
transmitting  reservations  through the Genisys System and the TranspoNet System
as contemplated by this Agreement.

                  Section 6.10.  Free Trial Offer.  Notwithstanding  anything in
this  Agreement  to  the  contrary,  Genisys  and  TranspoNet  may  provide  the
TranspoNet  Service  Providers  with  free  use  of  the  reservation  delivery,
processing and payment services of the Genisys System and the TranspoNet  System
as set  forth in this  Agreement.  Any such free  usage  shall be  limited  to a
fourteen (14) day period and shall be limited to fifteen (15)  reservations  per
day; provided,  however, Genisys and TranspoNet may jointly decide to extend the
length  of usage or  permit  more  reservations  per day if it is  necessary  to
accommodate  the business  needs of a particular  TranspoNet  Service  Provider.
Genisys  shall  be  responsible  for  paying  all CRS  Processing  Fees  for all
reservations  delivered to any TranspoNet  Service Provider during any such free
usage period  contemplated  by this Section 6.10.  Genisys and TranspoNet  shall
jointly purchase all hardware, software and other equipment necessary to provide
a TranspoNet  Service  Provider with free usage as  contemplated by this Section
6.10.  Genisys shall be responsible for paying seventy percent (70%) of the cost
of  such  hardware,  software  and  other  equipment  and  TranspoNet  shall  be
responsible for paying the remaining thirty percent (30%) of such cost.

                  Section 6.11. No  Additional  Charges.  Genisys shall have the
sole  right,  responsibility  and  obligation  to bill each  TranspoNet  Service
Provider for all amounts  payable to Genisys and  TranspoNet in connection  with
each reservation  which is delivered and processed by the Genisys System through
the Genisys/TranspoNet Interface or the TranspoNet Software Program Interface in
accordance with the provisions of this Agreement.  Except as otherwise set forth
in Section 6.08, TranspoNet shall not be entitled to bill any charges or amounts
to any TranspoNet  Service Provider in connection with any reservation  which is
delivered and processed in accordance with this Agreement.






                                                         7

<PAGE>



                                                    ARTICLE VII

                  COVENANTS, AGREEMENTS, OBLIGATIONS AND RIGHTS OF GENISYS
------------------------------------------------------------------------------


                  Section 7.01.  Mutually  Acceptable Press Release.  As soon as
practicable  after  execution of this  Agreement,  Genisys shall  cooperate with
TranspoNet in preparing and releasing a mutually  acceptable press release which
announces   the   execution  of  this   Agreement  and  describes  the  business
relationship between Genisys and TranspoNet resulting from the execution of this
Agreement.

                  Section  7.02.  Advertising,  Promotional  Material and Future
Press Releases. 1. Except as otherwise provided in Section 7.01 hereof,  Genisys
shall not  distribute,  publish  or  release  any press  release,  newspaper  or
magazine article, sales brochure, advertisement or other promotional material or
documentation,  which in any  manner  mentions  or  references  TranspoNet,  the
TranspoNet System, the  Genisys/TranspoNet  Interface or the TranspoNet Software
Program  Interface,  without the prior  written  approval of  TranspoNet,  which
approval shall not be unreasonably  withheld.  If Genisys desires to distribute,
publish or release  any press  release,  newspaper  or magazine  article,  sales
brochure, advertisement or other promotional material or documentation, which in
any manner  mentions  or  references  TranspoNet,  the  TranspoNet  System,  the
Genisys/TranspoNet  Interface  or the  TranspoNet  Software  Program  Interface,
Genisys  shall provide  TranspoNet  with a copy of the proposed  press  release,
newspaper  or  magazine   article,   sales  brochure,   advertisement  or  other
promotional material or documentation prior to its distribution,  publication or
release so as to give  TranspoNet an  opportunity  to review it to determine the
accuracy and  appropriateness  of the references to  TranspoNet,  the TranspoNet
System,  the  Genisys/TranspoNet  Interface or the TranspoNet  Software  Program
Interface.  Genisys  further  agrees  that,  before  TranspoNet  shall  have any
obligation to give its approval of any such press release, newspaper or magazine
article,  sales  brochure,   advertisement  or  other  promotional  material  or
documentation,  Genisys  shall  make any and all  changes in the  references  to
TranspoNet,  the  TranspoNet  System,  the  Genisys/TranspoNet  Interface or the
TranspoNet Software Program Interface contained therein as shall be requested by
TranspoNet.   Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary, Genisys' obligation to get TranspoNet's approval of any press release,
newspaper  or  magazine   article,   sales  brochure,   advertisement  or  other
promotional  material or  documentation as provided in this Section 7.02 is only
applicable to press releases,  newspaper or magazine articles,  sales brochures,
advertisements or other promotional  material or documentation  which are within
Genisys' control or over which Genisys has editorial review or control.

        2.     Any reports or forms which Genisys may file with the SEC in
compliance with the provisions of the Securities Act of 1933, as amended, or the
Securities  Exchange Act of 1934, as amended, or any of the rules or regulations
promulgated  by the SEC under  such  Acts,  and which in any  manner  mention or
reference TranspoNet, the TranspoNet
System,  the  Genisys/TranspoNet  Interface or the TranspoNet  Software  Program
Interface,  shall not be deemed to be a press  release,  newspaper  or  magazine
article,  sales  brochure,   advertisement  or  other  promotional  material  or
documentation for purposes of this Section 7.05.

                  Section 7.03. Title and Possession. Genisys agrees that at all
times  during the term of this  Agreement  all right,  title and interest in the
TranspoNet  System,  the  Genisys/TranspoNet  Interface  or any  other  computer
software or Internet  reservation delivery system developed by TranspoNet during
the term of this  Agreement  shall remain with and be the property of TranspoNet
and Genisys shall acquire no interest  whatsoever in the TranspoNet  System, the
Genisys/TranspoNet   Interface  or  any  other  computer  software  or  Internet
reservation delivery system as a result of entering into this Agreement.

                  Section 7.04.  Rights and Access to TranspoNet  Data.  Genisys
agrees that TranspoNet owns all right, title and interest in the TranspoNet Data
and shall have the right to full and immediate use and access to all  TranspoNet
Data without interference from Genisys.

                  Section  7.05.   Prohibition  on  Use  and   Distribution   of
TranspoNet Data. Except as otherwise permitted by this Agreement,  Genisys shall
not use or distribute any  TranspoNet  Data without  TranspoNet's  prior written
consent.

                  Section 7.06.  Training in the Genisys  System.  Genisys shall
provide  training in the proper  operation and functioning of the Genisys System
to TranspoNet  personnel,  at a time and place to be hereafter  mutually  agreed
upon by Genisys and TranspoNet, in order to ensure a knowledgeable and efficient
marketing  effort of the benefits of this  Agreement to the  TranspoNet  Service
Providers.

                  Section 7.07. Maximization of Business.  Genisys shall use its
best  efforts,  in  cooperation  with  TranspoNet,  to  maximize  the  number of
reservations  which are  delivered  and  processed  for the  TranspoNet  Service
Providers as contemplated by this Agreement. Such best efforts shall include but
are  not be  limited  to,  cross-referencing  target  customers  with  those  of
TranspoNet, developing joint sales strategies with TranspoNet and the TranspoNet
Service  Providers  and  developing  and  conducting  client-presentations  with
TranspoNet and the TranspoNet Service Providers.






                                                         8

<PAGE>



                                                   ARTICLE VIII

              COVENANTS, AGREEMENTS, OBLIGATIONS AND RIGHTS OF TRANSPONET
------------------------------------------------------------------------------


                  Section   8.01.   Agreement   Between   Genisys   and   Custom
Transportation. TranspoNet acknowledges that Genisys has heretofore entered into
an agreement with the Service Provider known as "Custom Transportation" pursuant
to which  Genisys  is  accepting,  processing  and  delivering,  and  processing
payments for, reservations for Ground Transportation  Services made by customers
and clients of Custom Transportation directly through the Genisys System without
utilizing  the  TranspoNet  System,  the  Genisys/TranspoNet  Interface  or  the
TranspoNet  Software Program  Interface.  Notwithstanding  any provision of this
Agreement  to the  contrary,  TranspoNet  agrees that  Genisys  may  continue to
accept,  process and deliver,  and process  payments for, such  reservations  in
accordance with its agreement with Custom Transportation and that, unless Custom
Transportation  hereafter  agrees to become a  TranspoNet  Service  Provider  as
contemplated by this Agreement,  the execution and delivery of this Agreement by
Genisys  will not in any way affect,  change or alter (i) the manner or means by
which Genisys is currently  accepting,  processing or delivering,  or processing
payments  for,  such  reservations,  or (ii) the legal or business  relationship
between Genisys and Custom Transportation.

                  Section 8.02.  Mutually  Acceptable Press Release.  As soon as
practicable  after execution of this Agreement,  TranspoNet shall cooperate with
Genisys in preparing  and  releasing a mutually  acceptable  press release which
announces   the   execution  of  this   Agreement  and  describes  the  business
relationship between Genisys and TranspoNet resulting from the execution of this
Agreement.

                  Section  8.03.  Advertising,  Promotional  Material and Future
Press  Releases.  1.  Except as  otherwise  provided  in  Section  8.02  hereof,
TranspoNet shall not distribute, publish or release any press release, newspaper
or magazine article, sales brochure, advertisement or other promotional material
or  documentation,  which in any manner  mentions  or  references  Genisys,  the
Genisys  System,  the  Genisys/TranspoNet  Interface or the TranspoNet  Software
Program Interface, without the prior written approval of Genisys, which approval
shall not be unreasonably withheld. If TranspoNet desires to distribute, publish
or release any press release,  newspaper or magazine  article,  sales  brochure,
advertisement  or other  promotional  material  or  documentation,  which in any
manner   mentions   or   references    Genisys,    the   Genisys   System,   the
Genisys/TranspoNet  Interface  or the  TranspoNet  Software  Program  Interface,
TranspoNet  shall  provide  Genisys with a copy of the proposed  press  release,
newspaper  or  magazine   article,   sales  brochure,   advertisement  or  other
promotional material or documentation prior to its distribution,  publication or
release  so as to give  Genisys an  opportunity  to review it to  determine  the
accuracy and  appropriateness of the references to Genisys,  the Genisys System,
the  Genisys/TranspoNet  Interface or the TranspoNet Software Program Interface.
Genisys further agrees that, before TranspoNet shall have any obligation to give
its approval of any such press release, newspaper
or magazine article, sales brochure, advertisement or other promotional material
or  documentation,  Genisys shall make any and all changes in the  references to
Genisys, the Genisys System, the Genisys/TranspoNet  Interface or the TranspoNet
Software Program Interface
contained  therein as shall be  requested by Genisys.  Notwithstanding  anything
contained in this  Agreement to the  contrary,  TranspoNet's  obligation  to get
Genisys'  approval of any press release,  newspaper or magazine  article,  sales
brochure,  advertisement  or other  promotional  material  or  documentation  as
provided in this Section 8.03 is only applicable to press releases, newspaper or
magazine articles, sales brochures, advertisements or other promotional material
or  documentation  which are within  Genisys'  control or over which Genisys has
editorial review or control.

   2.     Any reports or forms which TranspoNet may file with the SEC in
compliance with the provisions of the Securities Act of 1933, as amended, or the
Securities  Exchange Act of 1934, as amended, or any of the rules or regulations
promulgated  by the SEC under  such  Acts,  and which in any  manner  mention or
reference  Genisys  or the  Genisys  System  shall  not be  deemed to be a press
release,  newspaper or magazine article, sales brochure,  advertisement or other
promotional material or documentation for purposes of this Section 8.03.

                  Section 8.04. Title and Possession.  TranspoNet agrees that at
all times during the term of this Agreement all right, title and interest in the
Genisys System, the TranspoNet Software Program Interface and any other computer
software or computer  reservation system developed by Genisys during the term of
this  Agreement  shall remain with and be the property of Genisys and TranspoNet
shall  acquire no interest  whatsoever  in the Genisys  System,  the  TranspoNet
Software  Program   Interface  or  any  other  computer   software  or  computer
reservation system as a result of entering into this Agreement.

                  Section 8.05.  Rights and Access to Genisys  Data.  TranspoNet
agrees that  Genisys  owns all right,  title and  interest in the Genisys  Data,
shall have the right to full and  immediate  use and access to all Genisys  Data
without  interference  from  TranspoNet  and shall have the  exclusive  right to
market products  developed from the Genisys Data  (including  Genisys Data which
may also  constitute  TranspoNet  Data for purposes of this  Agreement)  without
interference from Transponet.

                  Section 8.06.  Prohibition on Use and  Distribution of Genisys
Data. Except as otherwise permitted by this Agreement,  TranspoNet shall not use
or distribute any Genisys Data without Genisys' prior written consent.

                  Section  8.07.  Training  in the  TranspoNet  System  and  the
TranspoNet  Software  Programs.  TranspoNet shall provide training in the proper
operation and functioning of the TranspoNet  System and the TranspoNet  Software
Programs  to Genisys  personnel,  at a time and place to be  hereafter  mutually
agreed upon by Genisys and TranspoNet,  in order to ensure a  knowledgeable  and
efficient  marketing  effort of the benefits of this Agreement to the TranspoNet
Service Providers.

                  Section 8.08.  Maximization of Business.  TranspoNet shall use
its best  efforts,  in  cooperation  with  Genisys,  to  maximize  the number of
reservations  which are  delivered  and  processed  for the  TranspoNet  Service
Providers as contemplated by this Agreement. Such best efforts shall include but
are not be limited to, cross-referencing target customers with those of Genisys,
developing  joint sales  strategies with  TranspoNet and the TranspoNet  Service
Providers and developing and conducting client-presentations with TranspoNet and
the TranspoNet Service Providers.






                                                         9

<PAGE>



                                                    ARTICLE IX

                                                  INDEMNIFICATION

------------------------------------------------------------------------------


                  Section 9.01. Indemnification of TranspoNet. 1. Genisys agrees
to defend,  indemnify and hold harmless TranspoNet and its respective directors,
officers,  employees  and  agents  (hereinafter  in  this  Article  collectively
referred  to as  "TranspoNet")  from any and all claims,  liabilities,  damages,
losses, costs, fines, penalties, settlements, judgments, and expenses whatsoever
(including reasonable  attorney's fees and disbursements)  resulting directly or
indirectly, or incurred as a consequence of claims or actions, brought at law or
in equity,  against  TranspoNet based on an assertion that the Genisys System or
the Specifications relating thereto or the use thereof by TranspoNet pursuant to
this  Agreement  infringes  or  otherwise  violates  any United  States  patent,
copyright,  trademark or any other intellectual  property right (including,  but
not limited to,  misappropriation  of trade  secrets)  without regard to whether
such claim was made in good faith.

  2.     Genisys agrees to defend, indemnify and hold harmless TranspoNet
from any and all claims, liabilities,  damages, losses, costs, fines, penalties,
settlements, judgments, and expenses whatsoever (including reasonable attorney's
fees and  disbursements)  resulting  directly  or  indirectly,  or incurred as a
consequence  of  claims  or  actions,  brought  at  law  or in  equity,  against
TranspoNet  arising  out of the  execution  and  delivery of this  Agreement  by
Genisys or any transaction  between TranspoNet and Genisys  contemplated by this
Agreement and which are based on any theory of  negligence,  breach of contract,
tort or other legal  violation by Genisys  without  regard to whether such claim
was made in good faith.

  3.     Genisys agrees that if TranspoNet's use of the Genisys System or the
Specifications  relating  thereto  becomes,  or in Genisys' opinion is likely to
become,  the  subject  of a claim  of  infringement  or is  held  to  constitute
infringement, Genisys shall, at Genisys' expense and with the understanding that
time is of the essence,  procure the right for TranspoNet to continue to use the
Genisys System or the Specifications relating thereto; provided, however that if
Genisys is unable procure such right,  then Genisys may terminate this Agreement
by notifying  TranspoNet in writing,  without incurring any further liability to
TranspoNet.  Notwithstanding  the  foregoing,  if TranspoNet is prohibited  from
using the  Genisys  System or the  Specifications  relating  thereto due to such
claim and Genisys  proposes to  terminate  this  Agreement,  Genisys  shall give
TranspoNet  thirty (30) days prior written notice during which period TranspoNet
may elect to accept the  reduced  function,  performance  and  operation  of the
Genisys System or any portion thereof and this Agreement shall otherwise  remain
in full force and effect.

 4.     Notwithstanding anything in this Agreement to the contrary, Genisys
shall have no  obligation to indemnify  TranspoNet  with respect to any claim of
infringement based upon or resulting from TranspoNet's use of the Genisys System
or the  Specifications  relating  thereto in violation of any provisions of this
Agreement.

                  Section 9.02. Indemnification of Genisys. 1. TranspoNet agrees
to defend,  indemnify and hold harmless  Genisys and its  respective  directors,
officers,  employees  and  agents  (hereinafter  in  this  Article  collectively
referred to as "Genisys") from any and all claims, liabilities, damages, losses,
costs,  fines,  penalties,  settlements,   judgments,  and  expenses  whatsoever
(including reasonable  attorney's fees and disbursements)  resulting directly or
indirectly, or incurred as a consequence of claims or actions, brought at law or
in equity, against Genisys based on an assertion that the TranspoNet System, the
Genisys/TranspoNet  Interface,  the TranspoNet Software Program Interface or the
Specifications  relating  thereto or the use thereof by Genisys pursuant to this
Agreement  infringes or otherwise violates any United States patent,  copyright,
trademark or any other intellectual  property right (including,  but not limited
to,  misappropriation of trade secrets) without regard to whether such claim was
made in good faith.

 2.     TranspoNet agrees to defend, indemnify and hold harmless Genisys
from any and all claims, liabilities,  damages, losses, costs, fines, penalties,
settlements,  judgments and expenses whatsoever (including reasonable attorney's
fees and  disbursements)  resulting  directly  or  indirectly,  or incurred as a
consequence  of claims or  actions,  brought at law or equity,  against  Genisys
arising out of the execution and delivery of this Agreement by TranspoNet or any
transaction  between  Genisys and TranspoNet  contemplated by this Agreement and
which are based on any theory of negligence,  breach of contract,  tort or other
legal  violation by TranspoNet  without regard to whether such claim was made in
good faith.

  3.     TranspoNet agrees that if Genisys' use of the TranspoNet System,
Genisys/TranspoNet Interface or the TranspoNet Software Program Interface or the
Specifications relating thereto becomes, or in TranspoNet's opinion is likely to
become,  the  subject  of a claim  of  infringement  or is  held  to  constitute
infringement,  TranspoNet shall, at TranspoNet's option and expense and with the
understanding  that time is of the  essence,  either (i)  procure  the right for
Genisys to continue to use the TranspoNet System,  Genisys/TranspoNet  Interface
or the TranspoNet  Software  Program  Interface or the  Specifications  relating
thereto,  or (ii) use its  reasonable  best  efforts,  to modify or replace  the
TranspoNet System, the  Genisys/TranspoNet  Interface of the TranspoNet Software
Program  Interface or any portion  thereof,  within a reasonable  time frame, so
that it becomes  non-infringing and retains  substantially  comparable function,
performance  and  operation;  provided,  however that if TranspoNet is unable to
accomplish  (i) or (ii) above,  then  TranspoNet may terminate this Agreement by
notifying Genisys in writing without incurring any further liability to Genisys.
Notwithstanding  the  foregoing,   if  Genisys  is  prohibited  from  using  the
TranspoNet System, the  Genisys/TranspoNet  Interface or the TranspoNet Software
Program Interface or the  Specifications  relating thereto due to such claim and
TranspoNet  proposes to terminate this Agreement,  TranspoNet shall give Genisys
thirty (30) days prior written  notice during which period  Genisys may elect to
accept the reduced function, performance and operation of the
TranspoNet System, the  Genisys/TranspoNet  Interface or the TranspoNet Software
Program  Interface or any portion  thereof and this  Agreement  shall  otherwise
remain in full force and effect.

 4.     TranspoNet shall have no obligation to indemnify Genisys with respect
to any claim of  infringement  based upon or resulting  from Genisys' use of the
TranspoNet System, the  Genisys/TranspoNet  Interface or the TranspoNet Software
Program  Interface or the  Specifications  relating thereto in violation of this
Agreement.

                  Section  9.03.  Conditions  to  Indemnification   Obligations.
Genisys' and TranspoNet's respective indemnification obligations as set forth in
this Article,  are  contingent  upon the  indemnitee:  (i) giving the indemnitor
prompt written  notice of any claim for which  indemnification  is sought;  (ii)
allowing  the  indemnitor  to have the sole right to  control  and  conduct  the
defense of any such claim or action and all  negotiations  for its settlement or
compromise;  and (iii) providing reasonable  assistance to the indemnitor,  such
assistance to be solely at the cost and expense of the  indemnitor.  In settling
any  claim  for  which  indemnification  is sought  under  this  Agreement,  the
indemnitor  is not  authorized  to take any action which  adversely  affects the
indemnitee without obtaining the prior written consent of the indemnitee,  which
consent shall not be unreasonably  withheld. The indemnitee shall have the right
to  participate  in the defense of any such claim with its own counsel and shall
be responsible for all fees and costs associated with the same.  Notwithstanding
the foregoing (i) in the event the  indemnitee  fails to provide  prompt written
notice to the indemnitor of any such claim for which  indemnification is sought,
the indemnitor shall be relieved of its indemnity obligation hereunder solely to
the extent that it is prejudiced  thereby,  and (ii) if the indemnitor  fails or
elects not to defend or settle such claim,  the  indemnitee may defend or settle
such claim and the  indemnitor  shall pay to the  indemnitee any and all damages
and expenses (including attorney's fees and disbursements)  incurred and amounts
paid in settlement by the indemnitee.

                  Section 9.04. Survival of this Article. The provisions of this
Article shall survive any  termination of this  Agreement  without regard to the
basis of termination or the party terminating.







                                                        10

<PAGE>



                                                     ARTICLE X

                                                  NON-COMPETITION
------------------------------------------------------------------------------


                  Section 10.01. Non-Competition by TranspoNet.  During the term
of this Agreement,  TranspoNet will not (i) directly compete with Genisys,  (ii)
directly  or  indirectly  interfere  with,  disrupt or attempt to  disrupt,  the
relationship,   contractual  or  otherwise,  between  Genisys  and  any  of  its
customers,  clients,  suppliers,  consultants  or  employees,  or (iii) with the
exception  of any  computerized  reservation  system for  Ground  Transportation
Services  which accepts and  processes  reservations  for Ground  Transportation
Services from the CRSs which TranspoNet has heretofore developed for the Service
Providers  known  as  "Boston  Coach,"  "Gem",   "Royal  Coachman"  and  "Custom
Transportation"  and which is actively in use on the date of  execution  of this
Agreement,  directly or  indirectly  develop,  or have  developed  for it or any
TranspoNet  Service  Provider,  any computerized  reservation  system for Ground
Transportation  Services  which  accepts and processes  reservations  for Ground
Transportation Services through the CRSs.

                  Section 10.02.  Non-Competition by Genisys. During the term of
this  Agreement,  Genisys will not (i) directly  compete with  TranspoNet,  (ii)
directly  or  indirectly  interfere  with,  disrupt or attempt to  disrupt,  the
relationship,  contractual  or  otherwise,  between  TranspoNet  and  any of its
customers,  clients,  suppliers,  consultants or employees, or (iii) directly or
indirectly develop, or have developed for it, any Internet  reservation delivery
system which provides for the delivery of reservations for Ground Transportation
Services to TranspoNet  Service  Providers through the Internet or is capable of
delivering Intra-Service Provider Reservations through the Internet.

                  Section 10.03.  Injunctive Relief. Genisys and TranspoNet each
acknowledges  that the  restrictions  contained in this Article,  in view of the
nature of the  respective  businesses in which they are engaged,  are reasonable
and  necessary to protect their  respective  legitimate  interests.  Genisys and
TranspoNet each understands and agrees that the remedies at law for violation of
any of the covenants or provisions of this Article will be inadequate, that such
violations will cause irreparable injury within a short period of time, and that
the aggrieved party shall be entitled to preliminary injunctive relief and other
injunctive  relief  against  such  violations  without the  necessity of proving
actual damages. Such injunctive relief shall be in addition to, and in no way in
limitation of, any and all other remedies the aggrieved  party shall have at law
and in equity for the enforcement of those covenants and provisions.






                                                        11

<PAGE>



                                                    ARTICLE XI

                                          REPRESENTATIONS AND WARRANTIES
------------------------------------------------------------------------------

Section  11.01.  Representations  and  Warranties  of  Genisys.  Genisys  hereby
represents and warrants as follows:

(a) Genisys is a  corporation  duly  authorized,  validly  existing  and in good
standing  under the laws of the State of New  Jersey  and  Genisys  has the full
right, power and authority to carry on its business as presently being conducted
and to enter into and perform its obligations under this Agreement.

    (b)    Neither the execution or delivery of this Agreement nor the
performance by Genisys of its  obligations  contained  herein  conflicts with or
will  conflict  with or results or will result in any breach or violation of any
of the terms or  provisions  of, or  constitutes  or will  constitute  a default
under,  or results or will  result in the  creation or  imposition  of any lien,
charge, claim,  encumbrance,  pledge,  security interest or other restriction of
any kind  whatsoever  upon,  any property or assets  (tangible or intangible) of
Genisys pursuant to the terms of (i) the certificate of incorporation or by-laws
of Genisys,  (ii) any license,  contract,  indenture,  mortgage,  deed of trust,
voting trust agreement,  stockholders agreement,  note, loan or credit agreement
or any other  agreement or  instrument  to which  Genisys is a party or by which
Genisys  is or may be bound or to which  its  property  or assets  (tangible  or
intangible) is or may be subject, or (iii) any statute, judgment, decree, order,
rule or regulation  applicable to Genisys of any arbitrator,  court,  regulatory
body or administrative  agency or other governmental  agency or body (including,
without  limitation,  those having  jurisdiction  over  environmental or similar
matters),  domestic or foreign,  having  jurisdiction over Genisys or any of its
activities or properties.

    (c)    This Agreement constitutes a legal, valid and binding obligation of
Genisys enforceable against Genisys in accordance with its terms, except as such
enforceability may be limited by (i) any applicable bankruptcy, insolvency, debt
adjustment,  reorganization,  moratorium,  or other  similar laws  affecting the
enforcement  of  creditors'  rights  generally;  (ii) the  exercise  of judicial
discretion or the valid exercise of the sovereign  police powers of the State of
New Jersey or the  constitutional  powers of the United  States of America;  and
(iii) the general principles of equity,  the remedy of specific  performance and
other equitable remedies.

    (d)    Genisys is not restricted by agreement from carrying on its business
anywhere in the world.

(e) There are no actions,  proceedings,  or  investigations  pending,  or to the
knowledge  of Genisys,  threatened,  against  Genisys,  which  would  materially
adversely  affect Genisys'  assets or business;  nor does Genisys nor any of its
current  officers have any  reasonable  ground to know of any basis for any such
action,  proceeding,  or investigation.  Neither Genisys nor any of its officers
know or have any reason to believe  that there is any event or  condition of any
kind or character  pertaining to Genisys' business or assets that may materially
adversely affect any such business or assets.

(f) None of the present owners of the stock of Genisys or any of the officers or
directors of Genisys has any direct or indirect  interest in any  corporation or
business  which is  involved  in any way  with or  competes  with  any  business
conducted by TranspoNet.

       (g)  The Genisys System is fully operational and is currently capable of
receiving and processing all  reservations  for Ground  Transportation  Services
made  through  the  "Apollo"  and  "Sabre"  CRSs.  When  the  Genisys/TranspoNet
Interface and/or the TranspoNet  Software Program Interface are completed in the
manner  contemplated  by this  Agreement,  the Genisys System will be capable of
accepting from, and transmitting to, the TranspoNet Service  Providers,  through
the use of either the  Genisys/TranspoNet  Interface or the TranspoNet  Software
Program Interface,  all information relating to each TranspoNet Reservation made
through the CRSs to which the Genisys System is then connected.

                  Section 11.02.  Representations and Warranties of TranspoNet.
 TranspoNet hereby represents and warrants as follows:

    (a)    TranspoNet is a corporation duly authorized, validly existing and in
good  standing  under the laws of the State of New York and  TranspoNet  has the
full right,  power and  authority to carry on its  business as  presently  being
conducted and to enter into and perform its obligations under this Agreement.

     (b)    Neither the execution or delivery of this Agreement nor the
performance by TranspoNet of its obligations  contained herein conflicts with or
will  conflict  with or results or will result in any breach or violation of any
of the terms or  provisions  of, or  constitutes  or will  constitute  a default
under,  or results or will  result in the  creation or  imposition  of any lien,
charge, claim,  encumbrance,  pledge,  security interest or other restriction of
any kind  whatsoever  upon,  any property or assets  (tangible or intangible) of
TranspoNet  pursuant to the terms of (i) the  certificate  of  incorporation  or
by-laws of TranspoNet, (ii) any license, contract, indenture,  mortgage, deed of
trust,  voting trust  agreement,  stockholders  agreement,  note, loan or credit
agreement or any other agreement or instrument to which TranspoNet is a party or
by  which  TranspoNet  is or may be bound or to which  its  property  or  assets
(tangible or intangible) is or may be subject,  or (iii) any statute,  judgment,
decree,  order,  rule or regulation  applicable to TranspoNet of any arbitrator,
court,  regulatory body or administrative agency or other governmental agency or
body   (including,   without   limitation,   those  having   jurisdiction   over
environmental or similar matters), domestic or foreign, having jurisdiction over
TranspoNet or any of its activities or properties.

    (c)    This Agreement constitutes a legal, valid and binding obligation of
TranspoNet  enforceable  against TranspoNet in accordance with its terms, except
as  such  enforceability  may be  limited  by  (i)  any  applicable  bankruptcy,
insolvency, debt adjustment,  reorganization,  moratorium, or other similar laws
affecting the enforcement of creditors' rights  generally;  (ii) the exercise of
judicial  discretion or by the valid exercise of the sovereign  police powers of
the  State of New York or the  constitutional  powers  of the  United  States of
America;  and (iii) the  general  principles  of equity,  the remedy of specific
performance and other equitable remedies.

 (d)    There are no actions, proceedings, or investigations pending, or to the
knowledge of TranspoNet,  threatened, against TranspoNet; nor does TranspoNet or
any of its current officers have any reasonable  ground to know of any basis for
any such action, proceeding, or investigation. Neither TranspoNet nor any of its
current  shareholders  or officers know or have any reason to believe that there
is any event or condition of any kind or character  pertaining  to  TranspoNet's
business or assets that may  materially  adversely  affect any such  business or
assets.

  (e)    TranspoNet is not restricted by agreement from carrying on its
business anywhere in the world.

 (f)    None of the present officers and directors of TranspoNet has any direct
or indirect interest in any corporation or business which is involved in any way
with or competes with any business conducted by Genisys.

    (g)  The TranspoNet System has been completed in a manner that permits
the  smooth and  efficient  transmission  of all  reservations  received  by the
TranspoNet System to the TranspoNet Service  Providers,  and that the TranspoNet
System is fully  operational  and will be capable of  receiving  and  processing
reservations  received  from the  Genisys  System  when  the  Genisys/TranspoNet
Interface is  completed  in the manner  contemplated  by this  Agreement  and as
referenced in Schedule A attached hereto.

                  Section 11.03.  Disclaimer of Other Warranties.   EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, GENISYS AND TRANSPONET
EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES CONCERNING THE GENISYS
SYSTEM, THE TRANSPONET SYSTEM, THE GENISYS/TRANSPONET INTERFACE OR
THE TRANSPONET SOFTWARE PROGRAM INTERFACE OR ANY OTHER PRODUCTS
OR SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.






                                                        12

<PAGE>



                                                    ARTICLE XII

                                          EVENTS OF DEFAULT AND REMEDIES
------------------------------------------------------------------------------


                  Section 12.01.  Events of Default.  The occurrence and
continuation of any one of the following shall constitute an Event of Default
hereunder:

  (a)    Failure or refusal by either Genisys or TranspoNet, as the case may
be, to make any  payment  required to be made by such party in  accordance  with
Article VI of this  Agreement and such failure or refusal  shall remain  uncured
for a period of seven (7) days after  written  notice  thereof has been given to
either Genisys or TranspoNet,  as the case may be, by the non-defaulting  party;
or

   (b)    Failure or refusal by either Genisys or TranspoNet, as the case may
be,  to  observe,  perform  or  comply  with any other  covenant,  condition  or
agreement  on its part to be observed or performed  in this  Agreement  and such
failure or refusal shall remain  uncured for a period of fifteen (15) days after
written notice  thereof has been given to either  Genisys or TranspoNet,  as the
case  may be,  by the  non-defaulting  party;  provided,  however,  that if such
default  cannot by its nature be cured within  fifteen  (15) days,  such default
shall not become an Event of Default so long as either Genisys or TranspoNet, as
the case may be, is  diligently  pursuing  a cure and  delivers  a report to the
other party at least once every  fifteen (15) days  setting  forth the status of
its attempts to cure such default; or

   (c)    Any representation or warranty made by either Genisys or TranspoNet,
as the case may be, pursuant to or in connection with this Agreement shall prove
to be false or misleading in any material respect when made; or

    (d)    If either Genisys or TranspoNet shall (i) commence a voluntary case
or similar  proceeding  under any  applicable  bankruptcy,  insolvency  or other
similar law now or hereafter in effect, or (ii) authorize,  apply for or consent
to the appointment of or taking possession by a receiver, liquidator,  assignee,
trustee,  custodian or similar official for itself and/or any of its properties,
or (iii) make any general assignment for the benefit of creditors,  or (iv) make
a written  declaration  or admission to the effect that it is unable to meet its
debts as such debts mature,  or (v) authorize or take any action in  furtherance
of any of the foregoing; or

(e)    If a court having jurisdiction in the premises shall enter a decree or
order  (i)  for  relief  in  respect  of  either  Genisys  or  TranspoNet  in an
involuntary  case  or  similar  proceeding  under  any  applicable   bankruptcy,
insolvency or other similar law now or hereafter in effect, or (ii) appointing a
receiver,  liquidator,  assignee,  trustee,  custodian  or similar  official for
either Genisys or TranspoNet and/or any of their respective  properties,  as the
case may be,
or (iii) for the  dissolution,  liquidation  or winding up of either  Genisys or
TranspoNet and their  respective  affairs,  or (iv) finding or determining  that
either  Genisys or  TranspoNet is unable to meet its debts as such debts mature;
and any such decree or order shall remain unstayed and in effect for a period of
sixty (60) consecutive days.

Section 12.02.  Remedies on Default.  Upon the occurrence of an Event of Default
under Section 12.01 hereof, the non-defaulting party may take one or more of the
following actions:

   (i)    Send written notice to the defaulting party declaring this Agreement
to be immediately terminated, null and void and of no further force or effect;
 or

 (ii)   Institute an action or proceeding to seek monetary damages; or

(iii)  Institute an action or proceeding to seek equitable remedies including,
but not limited to, injunctions or specific performance.

                 The  parties  hereto  agree  that  monetary   damages  may  be
insufficient  to  adequately   compensate  any  non-defaulting  party  and  that
equitable remedies shall constitute  appropriate remedies upon the occurrence of
an Event of Default hereunder.

                  Section 12.03. No Remedy  Exclusive.  No remedy conferred upon
or reserved to the parties  hereto in this Agreement is intended to be exclusive
of any other available remedy or remedies,  but each and every such remedy shall
be  cumulative  and shall be in addition to every other  remedy given under this
Agreement  or now or  hereafter  existing at law or in equity or by statute.  No
delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver thereof, but
any such right and power may be exercised  from time to time and as often as may
be deemed expedient. In order to entitle any party hereto to exercise any remedy
reserved to it in this  Agreement,  it shall not be necessary to give any notice
to the other party, other than such notice as may be herein expressly required.

                  Section 12.04.  Limitation of Waiver.  The breach,  default or
nonperformance of any obligation,  covenant,  representation,  warranty, duty or
agreement  contained  herein  by either  party  hereto  may be waived  only by a
written instrument signed by the other party;  provided,  however,  that no such
waiver shall serve to waive any subsequent  breach,  default or  nonperformance,
nor shall any such waiver serve to waive a recurrence of the breach,  default or
nonperformance  so waived,  nor shall the  failure to enforce  any remedy by any
party with respect to any breach,  default or  nonperformance  serve as a waiver
thereof.





                                                        13

<PAGE>



                                                   ARTICLE XIII

                                                   MISCELLANEOUS
-----------------------------------------------------------------------------


                  Section  13.01.  Term of Agreement and Renewals  Thereof.  The
term of this  Agreement  shall be for a period  of two (2)  years  from the date
hereof,  unless renewed or earlier  terminated in accordance with the provisions
hereof.  This Agreement  shall  automatically  be renewed for successive one (1)
year  periods  unless at least thirty (30) days prior to the end of the original
two (2) year period or any renewal  period,  one party  notifies the other party
that this Agreement will terminate at the end of said original period or renewal
period.

                  Section 13.02.  Early  Termination for Failure to Meet Minimum
Reservation  Criteria.   Notwithstanding  anything  in  this  Agreement  to  the
contrary,  if the Genisys  System shall not be accepting and processing not less
than:  (i) one hundred (100)  TranspoNet  Reservations  per day by no later than
ninety (90) days after the  Genisys/TranspoNet  Interface  and/or the TranspoNet
Software Program  Interface are completed and the services of the Genisys System
and the TranspoNet  System  contemplated by this Agreement  become  commercially
available to be marketed to the TranspoNet  Service  Providers,  and/or (ii) two
hundred fifty (250) TranspoNet Reservations per day by no later than one hundred
eighty (180) days after the  Genisys/TranspoNet  Interface and/or the TranspoNet
Software Program  Interface are completed and the services of the Genisys System
and the TranspoNet  System  contemplated by this Agreement  become  commercially
available to be marketed to the TranspoNet Service Providers,  then either party
shall have the right to terminate  this  Agreement  upon fifteen (15) days prior
written notice to the other party and, thereafter, unless Genisys and TranspoNet
shall  otherwise  agree,  this  Agreement  shall  terminate  immediately  at the
expiration  of the  fifteenth  (15th)  day after  delivery  of such  notice  and
thereupon  this Agreement  shall become null and void in its entirety  except as
otherwise  set forth in Section  13.11  hereof.  Genisys  and  TranspoNet  shall
cooperate  fully with each  other,  and shall each use their  best  efforts,  to
assure that the minimum  number of  TranspoNet  Reservations  referred to in the
first  sentence of this Section are accepted and processed by the Genisys System
by no later than the dates set forth in such first sentence of this Section.

                  Section  13.03.  Agreements  Upon  Termination.  1.  Upon  any
termination of this Agreement,  unless otherwise agreed to in writing by Genisys
and  TranspoNet,  Genisys  and  TranspoNet  shall  destroy  all  copies  of  the
Genisys/TranspoNet  Interface or the TranspoNet  Software Program  Interface (in
object  code and in source  code  forms,  if  applicable)  in their  possession,
partial or complete,  in all types of media and computer  memory,  and all other
materials  relating  thereto.  Within  ten  (10)  days  after  the  date  of the
termination of this Agreement, an officer of each party shall certify in writing
to the other party that the certifying party has complied with the provisions of
this paragraph 1 of Section 13.03.  The provisions of this Section shall survive
the termination of this Agreement until fulfilled without regard to the basis of
termination or the party terminating.

2.  Genisys  agrees  that,  upon  request by  TranspoNet,  and in any event upon
termination  of this  Agreement,  Genisys  shall  turn  over to  TranspoNet  all
documents, papers or other material in its possession or under its control which
may  contain or be derived  from  Confidential  Information  (as  defined in the
TranspoNet  Confidentiality  Agreement),  together with all documents,  notes or
other work product which are connected with or derived from Genisys' services to
TranspoNet  whether or not such  material  is at the date  thereof  in  Genisys'
possession.

3.  TranspoNet  agrees  that upon  request  by  Genisys,  and in any event  upon
termination  of this  Agreement,  TranspoNet  shall  turn  over to  Genisys  all
documents, papers or other material in its possession or under its control which
may  contain or be derived  from  Confidential  Information  (as  defined in the
Genisys Confidentiality Agreement),  together with all documents, notes or other
work product which are connected with or derived from  TranspoNet's  services to
Genisys  whether or not such  material  is at the date  thereof in  TranspoNet's
possession.

                  Section 13.04.  Fees, Costs and Expenses.  Except as otherwise
set forth in this Agreement or as otherwise agreed to in a writing signed by the
parties hereto,  all fees, costs and expenses incurred by either party hereto in
connection  with the  performance  of its  obligations,  covenants,  duties  and
agreements under this Agreement shall be for the account of such party and shall
be paid by such party and the other party  hereto  shall not have any  liability
whatsoever for any such fees, costs and expenses.

                  Section 13.05.  Notices.  All notices,  certificates  or other
communications  shall be  sufficiently  given and  shall be deemed  given on the
fifth day  following  the day on which the same  have been  mailed by  certified
mail,  postage  prepaid,  addressed  as follows:  if to Genisys,  at 2401 Morris
Avenue, Union, New Jersey 07083, Attention: Mark A. Kenny, Director, with a copy
to John H. Wasko, Secretary and a copy to John T. Kelly, Esq., Wilentz,  Goldman
& Spitzer, P.A., 90 Woodbridge Center Drive,  Woodbridge,  New Jersey 07095; and
if to  TranspoNet,  at 12 West  Thirty-First  Street,  New York, New York 10001,
Attention:  Apurva Patel, with a copy to Jay Jacobson,  Esq.,  Rosner,  Bresler,
Goodman & Unterman, LLP, 521 Fifth Avenue, New York, New York 10175.

Section 13.06.  Assignments.  This Agreement may not be assigned by either party
without the prior written consent of the other party.

Section 13.07.  Amendments.  This Agreement may only be modified or amended by a
written instrument signed by the parties hereto.

                  Section  13.08.   Successors   and  Assigns.   All  covenants,
representations,  warranties,  duties,  obligations and agreements  contained in
this Agreement by or on behalf of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties hereto,  whether
or not so expressed.

Section 13.09. Captions.  Captions contained in this Agreement are inserted only
as a matter of  convenience  and in no way define,  limit or extend the scope or
intent of this Agreement or any provision thereof.

                  Section  13.10.   Severability.   If  any  provision  of  this
Agreement  shall  be held  or  deemed  to be or  shall,  in  fact,  be  illegal,
inoperative or  unenforceable,  the same shall not affect any other provision or
provisions  herein  contained and this Agreement shall be construed and enforced
to the end that the  obligations  contemplated  hereby  be  enforced  as if such
illegal or invalid provisions had not been contained herein.

                  Section 13.11. Survival of Certain Provisions. Notwithstanding
anything in this Agreement to the contrary,  the payment  provisions of Sections
4.02,  5.03,  6.09 and the  provisions  of ARTICLE IX hereof  shall  survive any
termination  or expiration of this  Agreement and shall remain in full force and
effect.

                  Section 13.12.  Execution of Counterparts.  This Agreement may
be simultaneously  executed in several  counterparts,  each of which shall be an
original and all of which shall constitute but one and the same instrument. Both
parties  hereto may sign the same  counterpart  or each party  hereto may sign a
separate counterpart.

                  Section 13.13.  Arbitration.  To the extent  permitted by law,
any  controversy  arising under this  Agreement  which the parties are unable to
resolve  by mutual  agreement  shall be  submitted  to  binding  arbitration  in
accordance with the then current rules of the American  Arbitration  Association
(the "AAA"),  and any decision in such arbitration shall be conclusive as to the
matters  submitted to  arbitration,  shall be final and binding upon the parties
hereto and may be enforced in any court of competent jurisdiction.  Either party
may  give  the  other  party  written  notice  of its  desire  to have a  matter
arbitrated,  in  which  event a  hearing  thereon  shall be  commenced  within a
reasonable time thereafter. Any rule of the AAA to the contrary notwithstanding,
the issue  submitted  to  arbitration  shall be heard and  decided by a panel of
three arbitrators, one of whom shall be designated by Genisys, one of whom shall
be designated by TranspoNet  and the third to be mutually  acceptable to Genisys
and TranspoNet;  provided,  however, that in the absence of any such designation
or agreement,  the balance of the  arbitration  panel shall be designated by the
AAA. Any decision as to the issues properly  submitted to the arbitration panel,
including the sharing of the costs of the arbitration,  which is joined in by at
least two members of the arbitration  panel,  shall be the decision of the panel
and such decision shall be final and binding upon the parties and not subject to
appeal.  Any decision or award of the arbitration panel shall be based solely on
the  provisions  of this  Agreement.  If the subject  matter for the decision or
award is not covered by the provisions of this Agreement, it shall be based upon
the law  (excluding  any laws relating to conflicts of laws) of the State of New
Jersey. The arbitration panel shall not be requested nor shall it have the power
to render any decision or award except in accordance with the provisions of this
Section 13.13.  Any decision or award not complying with the foregoing  shall be
subject to appeal and judicial review upon the petition
of either party.  Any arbitration hearing taking place in accordance with the
provisions of this Section 13.13 shall be held in New York, New York, unless
the parties otherwise agree in writing.

Section 13.14.  Governing Law. This Agreement  shall be governed  exclusively by
and construed in accordance  with the applicable laws of the State of New Jersey
relating to contracts made and to be entirely performed in such State.

                  Section 13.15.  Entire Agreement.  This Agreement contains the
entire  agreement of the parties hereto and supersedes all prior written or oral
agreements,  understandings  and negotiations with respect to the subject matter
hereof  other than the  Genisys  Confidentiality  Agreement  and the  TranspoNet
Confidentiality Agreement.

                  Section 13.16.  Headings. The headings to the various Articles
and Sections of this  Agreement have been inserted for  convenience  only and do
not  constitute  a part of this  Agreement  and are not  intended  in any way to
define, limit or interpret the contents of any such Article or Section.

                  IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed in their respective names by their duly authorized officers,  all
as of the date first above written.




                                           GENISYS RESERVATION SYSTEMS, INC.



                                           By:_______________________________
                                           Name:     Lawrence E. Burk
                                           Title:    Chief Executive Officer



                                           THE TRANSPONET COMPANIES, INC.



                                           By:_______________________________
                                           Name:     Apurva Patel
                                           Title:    Chief Executive Officer




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