<PAGE>   1

                                                                    EXHIBIT 10.6

                        WORLDTRAVEL TECHNOLOGIES, L.L.C.
                    OFS SERVICE BUREAU/OUTSOURCING AGREEMENT


         This Service Bureau/Outsourcing Agreement (this "Agreement") is made
and entered into this first day of November, 1999 (the "Effective Date") by and
between WORLDTRAVEL TECHNOLOGIES, L.L.C. located at 6 W. Druid Hills Drive,
Atlanta, GA 30329, (hereinafter "WTT") and WORLDTRAVEL PARTNERS I, L.L.C.
located at 1055 Lenox Park Boulevard, Atlanta, GA 30319 (hereinafter "WTP").

Subject to the terms and conditions in this Agreement, WTT hereby agrees to
provide WTP certain services through the use of WTT's software product(s) and
related manuals and documentation specified on Exhibit A attached hereto, and
incorporated herein.

1. DEFINITIONS

         1.1      Corporate Travel Services - Travel services provided to a
                  business entity's employees and/or contractors are paid for or
                  reimbursed by a company that has contracted directly with WTP
                  or with a travel agency, web portal, or other entity who has
                  contracted with a company to provide such services.

         1.2      Consumer Travel Services - Travel services for air, car, train
                  and hotel accommodations offered and provided on an
                  individual, per item basis to the general public. This
                  includes charter and consolidator services for air
                  transportation.

         1.3      Customer - Customer shall mean an entity doing business,
                  relating to travel agency services, with a given party on the
                  date in question. For corporate entities, only those divisions
                  or portions of a corporation doing business with such party on
                  the date in question are considered to be included in the
                  definition of Customer.

         1.4      End User Agreement - That agreement between the parties
                  executed concurrently with this Agreement under which WTT
                  licenses the use of certain WTT software and products to WTP.

         1.5      Global Distribution System or GDS - A computer system or
                  network used to check and make reservations of a travel
                  related nature.

         1.6      Leisure Travel Services - Travel services offered to the
                  general public that represent a combination of travel products
                  that are pre-packaged as tours, cruises, and other specialty
                  leisure services.

         1.7      Master Development Agreement - That agreement between the
                  parties executed concurrently with this Agreement under which
                  WTT shall perform certain software development services for
                  WTP.


[*]  The redacted portions indicated by this symbol are the subject of a
confidential treatment request and have been filed separately with the
Securities and Exchange Commission.

<PAGE>   2

         1.8      Modifications - Changes to the Product that provide additional
                  features and/or functionality, expanding the capabilities of
                  the Product in existing functional areas, or affect existing
                  functionality.

         1.9      OFS Account - An account in which OFS is providing Corporate
                  Travel Services.

         1.10     Product - Those services listed on Exhibit A.

         1.11     Service Bureau - Computer facility located at WTT's Atlanta
                  office, or at other facilities as designated by WTT from time
                  to time, from which WTT, through its OFS Online Fulfillment
                  Services division ("OFS") will provide Services and data
                  information to WTP.

         1.12     Services - Those online fulfillment services listed on Exhibit
                  A. This Agreement only covers OFS services and CORRE service
                  bureau services for transactions processed under this
                  Agreement. Any other CORRE service bureau services shall be
                  the subject of a separate agreement.

         1.13     Software - Collectively, all of the software programs created
                  by WTT from time to time, with respect to the Product
                  identified on Exhibit B and all Software Releases.

         1.14     TTG Service Bureau Agreement - That agreement between the
                  parties executed concurrently with this Agreement under which
                  WTT, through its Travel Technologies Group, provides certain
                  services and data information to WTP.

         1.15     Users - Entities and individuals who use the service bureau
                  offering. User shall not include WTP.

2. SCOPE OF SERVICES

         2.1      WTT shall provide certain Services to WTP related to Internet
                  transaction processing for WTP's Corporate Travel Service
                  Customer accounts. Leisure Travel Services and Consumer Travel
                  Services accounts are not covered by this Agreement. The
                  Software required to provide these Services will run and
                  reside at the WTT service bureau offices located at 6 W. Druid
                  Hills Road, Atlanta, GA 30329 or at other facilities as
                  designated by WTT from time to time. The Software will be run
                  by WTT according to WTP's specific needs and requests (to be
                  mutually determined and outlined by the parties) in the
                  provision of Services hereunder. WTT shall provide information
                  and reports to WTP as WTT fulfills the Services, as outlined
                  in Exhibit A.

         2.2      The Service Bureau will process transactions from WTP's
                  company-owned locations in the United States and Canada only.
                  Transactions from other locations will be covered under a
                  separate agreement. The parties acknowledge that WTP

<PAGE>   3

                  has the right to resell the Services to its Customers. Such
                  right shall not be affected by this Agreement.

         2.3      The Software will include adaptations for use with the
                  specified GDS. From time to time, WTP may request other
                  specific Modifications to the Software. The development of any
                  and all Modifications requested by WTP for the Software shall
                  be covered by that Master Development Agreement executed
                  between the parties concurrently with this Agreement. For any
                  such Modifications or new Products, WTT agrees that all such
                  Modifications shall be made available to WTP and then the
                  Modifications may be made available to all other Users of the
                  Service Bureau, unless such Modifications or new Products were
                  funded by a third party who paid for such development. All
                  Modifications and new Products offered to Users will be made
                  available to WTP pursuant to WTT's then-current rate or less,
                  at WTT's discretion. All such Modifications shall be loaded on
                  WTT's server as part of the service bureau system.

         2.4      The Joint Oversight Committee or JOC (as defined in Section 9)
                  of this Agreement shall set priorities for the allocation of
                  WTT resources necessary to adequately perform under this
                  Agreement. Once the JOC sets a start date for any project or
                  other matter to be undertaken under this Agreement, such start
                  date cannot be changed by WTT, unless the scope of the project
                  has been changed by the parties. In setting such priorities
                  and start dates the JOC shall take into consideration other
                  business issues facing WTT and other commitments of WTT.

         2.5      Both parties will periodically discuss and review WTP's
                  competitive environment which would include a review of WTP's
                  competitors' technology, cost or pricing structure and service
                  offerings, to the extent such information is known (and with
                  respect to WTT, to the extent that disclosure of such
                  information is not restricted by a third party). If the
                  parties determine that there is significant financial impact
                  from new or improved technology: (1) which would reduce costs
                  or improve service; (2) which would make competitors costs for
                  services at or below WTP's cost for comparable services; or
                  (3) which would make competitors' service offerings superior
                  to those of WTP, then, the parties shall jointly determine, in
                  good faith, if a change in technology, cost or services should
                  be made pursuant to the provisions of Section 10.

3. WTT'S PROPRIETARY RIGHTS; WTP RESTRICTIONS

         3.1      WTP acknowledges that the Software, related documentation and
                  the data compiled hereunder, embody valuable confidential and
                  proprietary information of WTT, the development of which
                  required the expenditure of considerable time and money by
                  WTT, and are protected by United States copyright law and
                  international treaty. WTP shall treat such information so
                  received in confidence and shall not use, copy disclose, nor
                  permit any of its personnel (excepting those employees with a
                  "need to know" and who have signed appropriate confidentiality
                  agreements) to use, copy, or disclose the same, or the
                  existence of

<PAGE>   4

                  same, for any purpose that is not specifically authorized
                  under this Agreement. By virtue of this Agreement, WTP
                  acquires only the non-exclusive right as described above to
                  receive the Services provided by WTT through the use of its
                  proprietary Software and related documentation, and does not
                  acquire any license thereto or any rights of ownership in such
                  materials, except as may be set forth in a separate agreement.
                  WTP is specifically prohibited from reselling or sublicensing
                  the Services or establishing its own Service Bureau without
                  the prior written consent of WTT. In the event such written
                  permission is given by WTT, an appropriate royalty or sales
                  commission shall be negotiated between the parties. WTT, or
                  its licensor, at all times retain all right, title and
                  interest in the Software, related documentation, and any
                  derivatives thereof.

         3.2      WTP agrees not to remove, alter or conceal any product
                  identification, copyright notices, or other notices or
                  proprietary restrictions from the monthly data information
                  reports provided to WTP by WTT and to reproduce any and all
                  such notices on any copies of such materials.

         3.3      WTP recognizes and acknowledges that any use or unauthorized
                  disclosure of the Software by WTP may cause WTT irreparable
                  damage for which other remedies may be inadequate, and WTP
                  hereby acknowledges as proper any request to a court of
                  competent jurisdiction by WTT for injunctive or other
                  equitable relief seeking to restrain such use or disclosure.

         3.4      WTP has selected the Services provided hereunder and assumes
                  full responsibility for the data provided, stored or
                  transmitted by means of the Software, and the use of such
                  data, including the results obtained therefrom.

         3.5      Except for WTT's obligations under Section 5, WTP shall
                  defend, indemnify and hold harmless WTT from any demand, suit,
                  cause of action, judgment, liability, cost or expense
                  (including court costs and reasonable attorneys fees) arising
                  out of the Services provided hereunder.


4. PRICING AND PAYMENT

         4.1      The price list of fees for the Services provided pursuant to
                  this Agreement are set forth on Exhibit C attached hereto.
                  Prior to the startup of a WTP Customer under this Agreement,
                  the parties will agree in writing to a specific fee structure
                  for that Customer based upon the specific Customer
                  requirements. Both parties acknowledge that the service
                  offering under this Agreement is a startup operation and both
                  parties will review the pricing in good faith after the
                  Services have been operating for six (6) months or longer if
                  agreed upon between the parties. All payments will be made
                  within thirty (30) days of receipt of invoice in immediately
                  available U.S. Dollars without withholding, deduction or
                  offset according to the payment schedule set forth on Exhibit
                  C, and regardless of whether WTP collects any fees from its
                  customers. WTP shall pay interest on all

<PAGE>   5

                  amounts not paid when due at the rate of 1.5% per month or the
                  highest lawful rate, whichever is less. WTT has the right to
                  suspend the Services for non-payment upon thirty (30) days
                  written notice. All fees shall be valid for five (5) years
                  from the Effective Date of this Agreement. By the end of the
                  fourth year of this Agreement, the parties shall renegotiate
                  the fees for the Services hereunder. If the parties cannot
                  agree, then this Agreement will terminate on the fifth
                  anniversary of the Effective Date.

         4.2      The fees for Services do not include any charge for taxes and
                  WTP is solely responsible for paying any and all national and
                  local taxes (including any and all export/import taxes and
                  customs duties) attributable to the Services rendered by WTT
                  or any authorized distributor in connection with this
                  Agreement, excluding only taxes based upon the net income of
                  WTT or an authorized distributor. In the event that any new
                  taxes are imposed by any authority, the parties shall review
                  the competitive environment in accordance with the provisions
                  of Section 2.5 hereunder to determine if any changes should be
                  made in technology, cost or services. Both parties agree to
                  take all reasonable steps to minimize taxes, which might be
                  assessed on either party based on the parties' performance
                  hereunder.

         4.3      WTT agrees to treat WTP as its most favored customer. WTT
                  represents that in the aggregate all of the prices and other
                  terms of this Agreement are substantially or materially
                  comparable to or better than the aggregate prices and other
                  terms being offered by WTT to any of its other customers
                  having regard to type and volume of service. If WTT offers
                  more favorable aggregate prices and other terms to any
                  customer during the term of this Agreement, such terms shall
                  be made available to WTP. To review compliance with this
                  provision, WTP may designate an independent auditor who, at
                  WTP's expense will be permitted to examine WTT's charges to
                  other customers, provided, however, that such auditor must
                  sign a non-disclosure agreement with WTT prior to commencing
                  any examination. WTP's auditor will be permitted to report to
                  WTP only the fact that WTT is or is not in compliance with
                  this provision and will not be permitted to disclose any
                  specific information to WTP regarding WTT's customers. If the
                  auditor reports that WTT is not in compliance with this
                  provision, the auditor will report to WTT the discrepancies
                  found and WTT will correct the discrepancy.

         4.4      Each party shall be responsible for all costs associated with
                  errors made by its agents.

5. LIMITED WARRANTY

         5.1      WTT represents and warrants that it will provide the Services
                  hereunder in a timely, workmanlike fashion and in accordance
                  with industry standards. WTT will not be liable to WTP for any
                  claim or effect arising from or based upon any cause beyond
                  the control of WTT.

<PAGE>   6

         5.2      EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, NO EXPRESS OR
                  IMPLIED WARRANTY IS MADE BY WTT WITH RESPECT TO ANY SERVICE,
                  PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR ANY OTHER
                  MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
                  OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR
                  FITNESS FOR A PARTICULAR PURPOSE. WTT DOES NOT WARRANT THAT
                  ALL ERRORS IN THE SOFTWARE CAN OR WILL BE CORRECTED OR THAT
                  THE FUNCTIONALITY OF THE SOFTWARE WILL MEET WTP'S
                  REQUIREMENTS.

6. LIMITATIONS OF LIABILITY

         6.1      NEITHER WTP, WTT NOR THEIR RESPECTIVE OFFICERS, DIRECTORS,
                  EMPLOYEES OR AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY
                  CLAIMS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
                  OUT OF THE SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF
                  THE AGREEMENT, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON
                  BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY,
                  TORT, PRODUCTS LIABILITY OR OTHERWISE.

         6.2      IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR ANY DAMAGES OR
                  INJURIES TO EITHER PARTY HEREUNDER EVER EXCEED THE TOTAL
                  SERVICE FEE PAID BY WTP FOR THE SERVICES PROVIDED HEREUNDER,
                  REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
                  NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR
                  OTHERWISE.

7. TERM AND TERMINATION

         7.1      The term of this Agreement will begin on November 1, 1999 (the
                  "Effective Date") and will continue until the latter of (a)
                  the tenth anniversary of the Effective Date, (b) the date that
                  this Agreement expires following the extension of its term
                  (unless terminated sooner in accordance with this Agreement),
                  or (c) the termination of any one of the End User License
                  Agreement, Master Development Agreement, or the TTG Service
                  Bureau Agreement.

         7.2      Extension and Renewal. Unless terminated earlier, if upon the
                  ninth anniversary of the Effective Date, the parties have not
                  agreed to a written Amendment extending this Agreement, this
                  Agreement shall terminate at the end of the tenth (10) year of
                  its initial ten (10) year term.

         7.3      Either party may terminate this Agreement and the rights
                  granted herein if the other party breaches any of the
                  provisions of this Agreement and (i) fails to remedy such
                  breach within thirty (30) days after receiving written notice
                  thereof, or (ii) provided the breach does not relate to a
                  monetary obligation, fails to (a)

<PAGE>   7
                  commence a good faith action to remedy such breach within
                  thirty (30) days after receiving written notice thereof, and
                  (b) diligently pursue such action to conclusion. In the event
                  WTT fails to meet the Service Performance requirements, as
                  specified in this Agreement, WTP shall give WTT notice of such
                  non-compliance and WTT shall take all reasonable actions to
                  correct such non-compliance as soon as practicable. In the
                  event that there is a continued failure by WTT to meet the
                  Service Performance requirements, WTP shall give WTT notice of
                  such non-compliance and within five (5) days of receiving such
                  notice, WTT shall provide a corrective action plan to WTP for
                  approval. WTP shall review and approve such corrective action
                  plan or provide reasonable required changes to WTT within five
                  (5) days from WTP's receipt of such plan. In the event that
                  WTT does not meet the Service Performance requirements within
                  the time period set forth in any corrective action plan, WTP
                  may terminate this Agreement for cause pursuant to the notice
                  provisions provided in Section 7.3 (i) and (ii). Termination
                  of this Agreement does not constitute either parties'
                  exclusive remedy for breach or non-performance by the other
                  party and each party is entitled to seek all other available
                  remedies, both legal and equitable, including injunctive
                  relief.

         7.4      Should either party (1) admit in writing its inability to pay
                  its debts generally as they become due; (2) make a general
                  assignment for the benefit of creditors; (3) institute
                  proceedings to be adjudicated a voluntary bankrupt; (4)
                  consent to the filing of a petition of bankruptcy against it;
                  (5) be adjudicated by a court of competent jurisdiction as
                  being bankrupt or insolvent; (6) seek reorganization under any
                  bankruptcy act; (7) consent to the filing of a petition
                  seeking such reorganization; or (8) have a decree entered
                  against it by a court of competent jurisdiction appointing a
                  receiver, liquidator, trustee, or assignee in bankruptcy or in
                  insolvency covering all or substantially all of such party's
                  property or providing for the liquidation of such party's
                  property or business affairs; then, in any such event, the
                  other party, at its option and without prior notice, may
                  terminate this Agreement effective immediately.

         7.5      Upon termination of this Agreement for any reason, WTT's
                  obligation to provide the Services hereunder will immediately
                  cease. If the Agreement is terminated due to a breach by WTT,
                  WTT will be responsible for submitting to WTP all information
                  and reports required under Exhibit A for the portion of the
                  month up to and including the effective termination date. If
                  the Agreement is terminated due to a breach by WTP, WTT will
                  have no such obligation to provide such information and
                  reports to WTP for the month when termination became
                  effective.

         7.6      Should there by any material change, as determined by either
                  party; (1) in any laws, ordinances, orders, rules or
                  regulations governing the way the parties may operate; (2) in
                  travel industry conditions, including but not limited to,
                  airfares (e.g., net fares or net/net fare arrangements) or
                  compensation to WTP, by action of any industry vendor,
                  governing body or client; or (3) in technology including

<PAGE>   8

                  but not limited to computer reservation systems or the
                  internet; which material change has the effect of materially
                  increasing or decreasing the cost of doing business; then,
                  either party shall have the right to provide written notice to
                  the other party of such change and both parties agree to
                  renegotiate in good faith the financial and/or service terms
                  of this Agreement in accordance with Section 10. If the
                  parties are unsuccessful in renegotiating mutually
                  satisfactory terms, either party shall have the right to
                  terminate this Agreement at any time thereafter with thirty
                  (30) days advance written notice.

         7.7      WTT Obligations Upon Termination. In the event of termination
                  of this Agreement by WTT, WTT will work together with WTP or a
                  designated third party to identify the information, materials
                  and resources WTP is entitled to receive and to develop an
                  overall plan for transitioning such items to WTP in accordance
                  with the following provisions (collectively, "Termination
                  Assistance"). The terms of this Agreement as they relate to
                  Termination Assistance shall remain in effect until WTT has
                  completed its Termination Assistance. WTT will provide the
                  Termination Assistance described below for a period of no less
                  than ninety (90) days and no more than six (6) months per
                  WTP's written request, except as provided in this Section.
                  WTT's obligation to provide Termination Assistance will be
                  conditioned upon WTP paying to WTT all outstanding invoices
                  prior to the commencement of any Termination Assistance and
                  will be conditioned upon WTP continuing to pay when due any
                  and all fees due hereunder during the Termination Assistance
                  period. WTP shall pay WTT standard hourly rates and reasonable
                  expenses for any Termination Assistance provided by WTT. This
                  fee is in addition to any other payments required under this
                  Agreement. Notwithstanding the termination or expiration of
                  this Agreement, the terms and conditions of this Agreement
                  will apply to all services provided by WTT during such period.
                  If WTP requests Termination Assistance beyond the available
                  capacity of the WTT on-site staff, such request will be
                  treated as a request for additional services and WTP will pay
                  the agreed upon charge for such additional services. The
                  provisions of this Section will survive the expiration or
                  termination of this Agreement for any reason.

                  WTP and WTT will jointly develop a plan (the "Transition
                  Plan") to effect the orderly transition and migration to WTP
                  or a designated third party from WTT of all services then
                  being performed or managed by WTT under this Agreement (the
                  "Termination Transition"). The Transition Plan will set forth
                  the tasks to be performed by WTP and WTT, the time for
                  completing such tasks and the criteria for declaring the
                  transition "completed". The parties and their employees and
                  agents will cooperate in good faith to execute the plan and
                  each party agrees to perform those tasks assigned to it in the
                  Transition Plan. WTT will direct the execution of the
                  Transition Plan. The Transition Plan will include the
                  following tasks and such other tasks as may be agreed upon by
                  WTP and WTT:

                  (i)      Providing WTP access to necessary data files and
                           programs, certain non-proprietary operational
                           procedures and data and documentation in WTT's
<PAGE>   9

                           possession related to the Services.

                  (ii)     Returning all WTP confidential and proprietary
                           information in WTT's possession, except for one copy
                           which WTT may retain, subject to its confidentiality
                           obligations, for internal recordkeeping purposes and
                           for compliance with applicable professional
                           standards.

                  (iii)    Returning all WTP data and documentation. WTT will
                           deliver to WTP all WTP data in a format application
                           for use by WTP and will seek to minimize the amount
                           of manual data entry or re-keying necessary in
                           connection with the transfer of such data to WTP.

         7.8      Obligation To Minimize Damages. Both parties shall have an
                  obligation to take such steps as may be reasonably necessary
                  to minimize damages to the parties on termination, including,
                  but not limited to, minimizing all contractual obligations
                  that but for the existence of this Agreement, neither party
                  would have entered into.

         7.9      The provisions of Sections 3, 5, 6, 7, 8, 10 and 11 hereof
                  shall survive the termination of this Agreement.

8. NON-SOLICITATION AND CONFIDENTIALITY

         8.1      During the term of this Agreement and for any individual
                  employee, for six months following termination or resignation
                  of such employee, neither party shall employ, solicit or make
                  any offers to employ any employees of the other party used by
                  the original employing party in the performance of the
                  Services or Additional Services, without the prior written
                  consent of the original employer. The original employer shall
                  be entitled, in addition to any other remedies it may have at
                  law or in equity, to a payment from the hiring party in an
                  amount equal to one year's salary of any employee the hiring
                  party employs, solicits or offers to employ in violation of
                  this Section.

         8.2      During the course of this Agreement the parties may come into
                  possession of technology, computer software, documentation,
                  trade secrets, products, copyrights or other confidential and
                  proprietary information ("Confidential Information") of the
                  other. Each party agrees to refrain from distributing,
                  copying, disclosing or disseminating in any form the
                  Confidential Information of the other party to any person or
                  entity except to those employees or agent who have a need to
                  know and who are obligated to maintain the confidentiality of
                  such Confidential Information. Neither party shall use the
                  Confidential Information of the other for any purpose other
                  than that for which it was disclosed. All Confidential
                  Information of a party shall remain the property of that party
                  and will be promptly returned upon request or at the
                  termination of this Agreement. Each party's obligation with
                  respect to the Confidential Information of the other party
                  shall expire three (3) years after the termination of this
                  Agreement.

<PAGE>   10

8.3               During the term of this Agreement, WTT will not sell or
                  license any services or Products licensed under this Agreement
                  directly to WTP's Customers receiving travel management
                  services without giving notice to WTP, requesting sales
                  assistance, and sharing any profits received from such sale or
                  license with WTP as outlined below.

                  (a)      For any accounts won by WTT that WTT and WTP jointly
                           solicited and on which WTP provides sales assistance,
                           WTT and WTP shall share the profits equally on a
                           quarterly basis, after first deducting amortization,
                           start-up and implementation costs.

                  (b)      For any accounts won by WTT that WTP did not provide
                           assistance in soliciting, WTT shall keep all profits.

                  (c)      For WTP clients, should a client or vendor request
                           that WTP be omitted from the processing of travel
                           transactions or being involved in the actual sales
                           process, WTT shall share equally with WTP all profits
                           in excess of fifty cents ($ .50) on each such
                           transaction.

         8.4      During the term of this Agreement, WTT may compete with WTP
                  for new accounts, which shall include divisions, affiliates or
                  subsidiaries of WTP's accounts, which are not existing
                  Customers, but WTT shall in no event undercut prices offered
                  by WTP.

         8.5      For all existing and new OFS Accounts that have no travel
                  agency, WTT hereby grants to WTP a right of first refusal to
                  provide travel management services to OFS for such accounts on
                  an outsourced basis as requested by corporate clients. All
                  such services shall be provided as private label services
                  under OFS' name.

9. JOINT OVERSIGHT COMMITTEE

         9.1      JOC Procedures. The following representatives will comprise a
                  joint oversight committee (the "JOC") which will meet at least
                  quarterly. The functions of such committee, among other
                  things, will be to review and analyze the performance of the
                  parties based on the service performance standards.

                  WTT Designee:     Sales Account Representative
                  WTP Designee:     Brenda Catanesi

                  If a JOC Member resigns or leaves its employer, the party with
                  a vacancy will promptly appoint a replacement.

        9.2       Management Representatives

                  Each party hereby appoints the following individual as its
                  Management Representative for purposes of this Agreement:
<PAGE>   11

                           WTT:             President and CEO
                           WTP:             Tom Barham

                  If a Management Representative resigns or leaves its employer,
                  the party with a vacancy will promptly appoint a replacement.


         9.3      Report Contents. WTT will prepare (i) a listing of key service
                  activities, and (ii) definitions of measurements of
                  qualitative and quantitative service performance levels for
                  each such key service activity, and will submit such listings
                  and definitions to the JOC for approval. Such service
                  performance levels will be used to measure WTP's and WTT's
                  performance of their responsibilities under this Agreement.

         9.4      Performance Levels. WTT will deliver to the JOC for each
                  calendar quarter (within thirty (30) days of the end of such
                  quarter), commencing with the calendar quarter beginning
                  December 1, 1999, service performance reports ("Service
                  Performance Reports") that identify, for each JOC approved key
                  service activity, the performance level for that activity. The
                  JOC will review the parties' performance during the relevant
                  time period (including but not limited to the information,
                  contained in the Service Performance Reports), and will
                  provide feedback to both WTT and WTP regarding the performance
                  of their respective responsibilities under this Agreement. The
                  JOC will also periodically review the definitions and
                  measurements used in the Service Performance Reports and
                  revise them as necessary to reflect the most appropriate
                  measures of WTT and WTP performance. The initial failure by
                  WTT to meet any service performance level shall not be
                  considered a breach of this Agreement, until the provisions of
                  Section 7.3 have been satisfied.

10. DISPUTE RESOLUTION


         10.1     Initial Procedures. The parties shall make all reasonable
                  efforts to resolve all disputes without resorting to
                  litigation. If a dispute arises between the parties, the JOC
                  Representatives will attempt to reach an amicable resolution.
                  If either JOC Representative determines that an amicable
                  resolution cannot be reached, such JOC Representative shall
                  submit such dispute in writing to the Management
                  Representatives, who shall use their best efforts to resolve
                  it or to negotiate an appropriate modification or amendment.

         10.2     Escalation. Except as otherwise provided in the termination
                  provisions hereof, neither party shall be permitted to
                  exercise any other remedies until the later of (i) the date
                  that either Management Representative concludes in good faith
                  that an amicable resolution of the dispute through continued
                  negotiation is unlikely, or (ii) sixty (60) days following the
                  date that both parties have notified a Management
                  Representative pursuant to Section 10.1. If either party fails
                  to designate a Management Representative at its own
                  initiative, it shall do so within

<PAGE>   12

                  three business days of a request from the other party to do
                  so.

11. GENERAL

         11.1     This Agreement, including the Exhibits attached hereto,
                  represents the entire understanding and agreement between the
                  parties, and supersedes any and all previous discussions and
                  communications. No employee or agent of WTT nor any
                  distributor is authorized to make any additional
                  representations or warranties related to the services provided
                  hereunder or the Software. Any subsequent amendments and/or
                  additions hereto are effective only if in writing and signed
                  by both parties. WTP may not assign its rights or obligations
                  under this Agreement without the prior written consent of WTT.
                  Subject to the foregoing limitation on assignment, this
                  Agreement is binding upon and inures to the benefit of the
                  successors and assigns of the respective parties hereto.

         11.2     This Agreement is to be interpreted in accordance with the
                  laws of the State of Georgia. Any legal action resulting from
                  it is to be held within the jurisdiction of the applicable
                  state and federal courts of Atlanta, Georgia. It is understood
                  and agreed that the parties will use their best endeavors to
                  amicably resolve any dispute or difference arising from this
                  Agreement.

         11.3     Headings of paragraphs in this Agreement are inserted for
                  convenience only, and are in no way intended to limit or
                  define the scope and/or interpretation of this Agreement.

         11.4     The failure of either party at any time to require performance
                  by the other party of any provision hereof is not to affect in
                  any way the full rights of such party to require such
                  performance at any time thereafter, nor is the waiver by
                  either party of a breach of any provision hereof to be taken
                  or held to be a waiver of the provision itself or any future
                  breach.

         11.5     The parties hereto are independent contractors, and nothing in
                  this Agreement is to be construed to create a partnership,
                  joint venture, or agency relationship between WTT and WTP.

         11.6     If any part, term, or provision of this Agreement is held to
                  be illegal, unenforceable, or in conflict with any law of a
                  federal, state, or local government having jurisdiction over
                  this Agreement, the validity of the remaining portions or
                  provisions are not to be affected thereby.

         11.7     Any notice given pursuant to this Agreement is to be in
                  writing and delivered personally or sent by certified mail,
                  return receipt requested, or by air express, return receipt
                  requested, to the individuals shown below, or to such other
                  persons or addresses as the parties may designate in a notice
                  conforming with the requirements of this Section. Any such
                  notice, when delivered in the manner aforesaid, shall be
                  deemed given on the date of receipt.
<PAGE>   13

                  For WTP:     Tim Severt
                               WorldTravel Partners I, L.L.C.
                               1055 Lenox Park Boulevard
                               Atlanta, GA  30319


                  For WTT:     Ralph Manaker
                               General Counsel
                               WorldTravel Technologies, L.L.C.
                               6 W. Druid Hills Road
                               Atlanta, GA  30329


                         (SIGNATURES ON FOLLOWING PAGE)


<PAGE>   14



         IN WITNESS WHEREOF, the undersigned duly authorized representatives of
the parties hereto have made and entered into this Agreement as of the Effective
Date.

WorldTravel Technologies, L.L.C.             WorldTravel Partners I, L.L.C.


Signed: /s/ Ralph Manaker                    Signed: /s/ Danny Hood
       ------------------------------               ----------------------------
       Ralph Manaker                                Danny Hood
       President                                    President


<PAGE>   15
                              EXHIBIT A: SERVICES

OFS OFFERING TO WTP


<TABLE>
<CAPTION>
AREA                                DESCRIPTION                                           HANDLED BY:
<S>                                 <C>                                                   <C>
Quality Control                     Automated quality control tests as defined            OFS
                                    by policy. This will include all e-mail
                                    sent from CoRRe(TM) re: quality control,
                                    schedule changes, industry notifications,
                                    etc.

Non-Client contact                  1.  Schedule Changes -- Automated                     OFS
Support                                 schedule changed will be changes that
                                        do not require any contact with the
                                        client. this service is provided to
                                        "weed-out" PNRs from the schedule
                                        change queues that do not require
                                        agent interaction.
                                    2.  Client contact that is e-mail driven to a
                                        mass audience. An example would be
                                        a new change in the industry such as
                                        security measures changing (Gulf
                                        War) where all clients must be
                                        advised. Bulk e-mail would be sent.

Technical and                       1.  Technical support for users                       OFS
Navigational Support                    experiencing technical problems
(Telephone)                             outside the application (example:
                                        browser issues)
                                    2.  Coaching for inexperienced or
                                        confused users on functionality of the
                                        application


Technical and                       1.  Technical support for users                       OFS
Navigational Support                    experiencing technical problems
(Email)                                 outside the application (example:
                                        browser issues)
                                    2.  Coaching for inexperienced or
                                        confused users on functionality of the
                                        application

Application                         Anomalies or problems with the                        OFS
Management                          application are logged, researched to
(Incident reporting)                identify root cause (i.e. CRS, application,
                                    training, content, etc.) and reported to
                                    responsible party for correction.

Ticketing                           Ticketing -- Paper tickets are driven to              OFS
                                    printers residing at the appropriate
                                    location (OFS or the agency of record. E-
                                    tickets are driven from OFS but recorded
                                    on appropriate ARC location.)

Itinerary/Receipt                   E-ticket receipts and/or itineraries can be           OFS
Distribution                        distributed via e-mail, fax or U.S. Mail

ARC Processing                      1.  IAR processing. This will be                      OFS
                                        determined by ticketing requirements.
                                    2.  OFS will process all ARC reports for
                                        tickets by accessing the back-office
                                        system being used for that office's
                                        ARC report

Customer Resolution                 Post-ticketing issues are researched, i.e.            OFS
                                    debit memos, lost tickets, voids, customer
                                    satisfaction problems, etc.)

Travel Support                      1.  Original booking, pre-ticket changes,             WTP office of
(Telephone and                          En-route support, and all other calls             record
Email)                                  for users (changes, seat upgrades,
                                        questions, exchanges, refunds, etc).
                                    2.  Schedule changes that require manual
                                        intervention.
                                    3.  OFS will provide access to Message
                                        Partner for all itineraries and travel
                                        related questions and e-mail inquiries
                                        and communication.

Packaging &                         1.  Paper Tickets -- OFS or remote office             WTP office of
Distribution                            satellite ticket printers (STP's).                record or OFS
(Shipping)                          2.  Exchange Tickets will be driven from
                                        OFS since the majority will be issued
                                        from there originally.
                                    3.  Overnight Mail -- OFS

                                    Note: All consumable costs are passed to
                                    WTP (envelopes, postage, overnight
                                    services, ticket jackets, invoices).

MIS                                 Providing travel management data to                   WTP
                                    clients
                                    (feed of all transactions will be provided
                                    to WTP by OFS for consolidation)

Accounting                          1.  Billing the customer on chargeable
                                        activities
                                    2.  Hotel and car commission tracking
                                    3.  Overrides and revenue sharing

Account Management                  Traditional management provided by
                                    WTP today
                                    Note: OFS will provide a Program
                                    Manager to work with the account
                                    manager and travel manager as needed

Manual Transaction                  Manual bookings made by agents                        WTP office of
Processing                                                                                record

Schedule Change                     Automated processing of schedule                      OFS and WTP
Processing                          changes -- Note: PNRs requiring client                office of record
                                    contact will be sent to WTP and those that
                                    can be handled via email will be
                                    processed by OFS
</TABLE>

<PAGE>   16
                              EXHIBIT B: SOFTWARE

Message Partner

Ticket Partner

Scholar

KinKade (Consolidating Reproting)

CoRRe 2.3

EncoRRe 1.1

<PAGE>   17
                          EXHIBIT C: PAYMENT SCHEDULES


WTP/OFS Outsource
"Corporate OFS"
Account by Account basis
Serviced in OFS Facilities
Assumes Travel Agency takes ALL calls

[*] emails per ticket (excess emails charged at [*] per email)



<TABLE>
<CAPTION>
     TICKET VOLUME              PRICE          OFS COST       WTP PROFIT     OFS PROFIT

 MINIMUM          MAXIMUM
<S>                             <C>            <C>            <C>            <C>
       --          [*]           [*]             [*]             [*]            [*]
       [*]         [*]           [*]             [*]             [*]            [*]
       [*]         [*]           [*]             [*]             [*]            [*]
       [*]         [*]           [*]             [*]             [*]            [*]
       [*]         [*]           [*]             [*]             [*]            [*]
       [*]         [*]           [*]             [*]             [*]            [*]
       [*]                       [*]             [*]             [*]            [*]
</TABLE>