SHARE SALE AGREEMENT

Date: 5th May 1999

Parties:

(1)    ELLEN DOHERTY of 5 Woodlands Way, Alkrington,  Middleton,  Manchester M24
       1WL; ("ED"); and

(2)    ELLEN DOHERTY of 5 Woodlands Way as above and ANTHONY  THOMAS  DEMPSEY of
       Steam Packet House, 76 Cross Street Manchester M2 4JU ("the Trustees") as
       trustees of the Ellen Doherty Settlement 1997 ("the Trust"); and

(3)    LEISURE  TRAVEL GROUP LIMITED (Co. No:  3764239) of Trafalgar  House,  11
       Waterloo Place, London SW1 ("the Purchaser").

RECITALS

A.     Miss  Ellie's  World  Travel  Limited  is  a  private   limited   company
       incorporated in England under the Companies Act 1985 under number 2000814
       ("the Company").

B.     It has been  agreed  that the Vendors  will sell and the  Purchaser  will
       purchase the  entire  issued  share  capital  of the  Company (as defined
       below) on the terms of this Agreement.


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NOW IT IS HEREBY AGREED as follows:

1.     Interpretation

1.1    In this Agreement the following words and expressions  have the following
       meanings unless they are inconsistent with the context:

       "Agreed Form"               the form  agreed  between  the  parties on or
                                   prior  to the  date  of  this  agreement  and
                                   initialled for the purpose of  identification
                                   by their respective solicitors;

       "the Original Agreement"    means  an   agreement   between  ED  and  the
                                   Purchaser dated 16 November 1998;

       "Shares"                    means  50,000  issued   ordinary   shares  of
                                   (pound)1  each of the Company being the whole
                                   of the issued share capital of the Company;

       "Vendors"                   means, together, ED and the Trustees.

1.2    Clause  headings in this  Agreement are for ease of reference only and do
       not affect the construction of any provision.

1.3    Except where the context  otherwise  requires words denoting the singular
       include the plural and vice versa,  words denoting any one gender include
       all genders and words  denoting  persons  include  corporations  and vice
       versa.

1.4    Unless  otherwise  stated,  a reference  to a clause or  sub-clause  is a
       reference to a clause or a sub-clause of this Agreement.


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1.5    Save where the  context  does not permit,  words and phrases  used in the
       Original Agreement shall bear the same meaning herein.


2.     Agreement for Sale

2.1    Subject to the terms and  conditions of this  Agreement the Vendors shall
       sell and the  Purchaser  shall  purchase  the Shares free from all liens,
       charges and  encumbrances  and with all rights  attaching  to them,  with
       effect from the date of this Agreement for the  consideration  set out in
       clause 3.


3.     Purchase Consideration

3.1    The purchase consideration for the Shares shall be the aggregate of:

       3.1.1  the sum of (pound)70,000 already paid and received by ED on behalf
              of the Vendors, and

       3.1.2  the  sum of (pound)845,000  payable  in  cash  to  the  Vendor  at
              completion.


4.     Completion

4.l    Completion  of the purchase of the Shares shall take place at the offices
       of the  Purchaser's  Solicitors as soon as reasonably  practicable and in
       any event  by 9th  July  1999  when  the  Vendors  shall  deliver  to the
       Purchaser duly completed and signed  transfers in favour of the Purchaser
       of the Shares together with the relative share certificates and all those
       other act and things set out in clause 5 of the Original  Agreement shall
       be performed.


4.2    A Board  Meeting  of the  Company  shall be held at which  the  transfers
       referred  to in  clause  4.1 shall be  approved  (subject  to stamp  duty
       adjudication).


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4.3    The Purchaser shall satisfy that part of the consideration for the Shares
       as set out in clause  3.1.2 by the payment (by  telegraphic  transfer) to
       the  Vendors'  Solicitors  in  cleared  funds of the amount  referred  to
       therein.

4.4    ED shall  enter  into a new  service  agreement  with the  Company in the
       Agreed Form at Completion.


5.     Warranties by ED

5.l    ED warrants  to the  Purchaser  in the terms of clause 6 of the  Original
       Agreement  save that so far as clause  6.1.1.  the Vendors  will have the
       said power and in relation to clause 6.1.4 the Vendors are so entitled.

5.2    ED warrants to the Purchaser in the same terms as she warranted in clause
       6 of  the   Original  Agreement  that the  Company   has  carried  on its
       business in its  ordinary  course  since 16th  November  1998 and overall
       there has been no material  adverse change in the business of the Company
       since that date.


6.     Restrictive Agreement

       ED hereby  undertakes  to the  Purchaser  in the same terms as she did in
       clause 7 of the Original Agreement to the Purchaser as therein defined.


7.     General

7.1    ED hereby  repeats  as at 31st January 1999 the  warranties  contained in
       Schedule 4 of the Original  Agreement  subject to the  Disclosure  Letter
       which related to that  agreement (and subject also to the contends of the
       management  accounts to 31st March 1999 which have been  delivered to the
       Purchaser and subject also to the  limitations  contained in the Original
       Agreement).


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7.2    This  Agreement  constitutes  the entire  agreement  between  the parties
       hereto with respect to the matters dealt with herein and  supersedes  any
       previous  agreement  between  the  parties  hereto  in  relation  to such
       matters.  Each of the parties hereto hereby acknowledges that in entering
       into this agreement it has not relied on any  representation  or warranty
       save as expressly  set out herein or in any document  referred to herein.
       No variation of this agreement shall be valid or effective unless made by
       one or more  instruments  in writing signed by such of the parties hereto
       which would be affected by such variation.

7.3    The  constitution,  validity and  performance of this agreement  shall be
       governed by the laws of England and the parties hereby  irrevocably agree
       that they will submit to the  non-exclusive  jurisdiction  of the English
       Courts.

7.4    The parties  confirm that save as set out in this  Agreement the Original
       Agreement is of no continuing effect.

7.5    The parties agree that the  liability of the Trustees  under the terms of
       this  Agreement  shall be limited to the value of the Trust assets in the
       hands of the Trustees from time to time.

7.6    The parties  agree that  clause 8.6 of the  Original  Agreement  shall be
       deemed incorporated in this Agreement.



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AS WITNESS the hands of the parties the day and year first before written

Signed by                                    )
ELLEN DOHERTY                                )    /s/ ELLEN DOHERTY
in the presence of:-                         )

              76 CROSS ST. MANCHESTER

Signed by                                    )
ELLEN DOHERTY (as a Trustee)                 )    /s/ ELLEN DOHERTY
in the presence of:-                         )


Signed by                                    )
ANTHONY THOMAS DEMPSEY                       )    /s/ ANTHONY THOMAS DEMPSEY
(as a Trustee and without personal liability))
in the presence:-                            )


Signed by                                    )
LEISURE TRAVEL GROUP LIMITED                 )    /s/ ILLEGIBLE
acting by                                    )

               Director


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