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                              Dated 5th July 1999


                               (1) ELLEN DOHERTY
                        (2) LEISURE TRAVEL GROUP LIMITED


                                 SALE AGREEMENT
      relating to a life interest under the Ellen Doherty Settlement 1997



                               ---Wacks Caller---
                               Steam Packet House
                                76 Cross Street
                                   Manchester
                                     M2 4JU

                               Tel: 0161 957 8888
                               Fax: 0161 957 8899

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                                 SALE AGREEMENT


DATE: 5th July 1999

PARTIES:


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

(2)    LEISURE TRAVEL GROUP LIMITED (Company No. ___) whose registered office is
       situated at _____________ ("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.     The Ellen  Doherty  Settlement  1997 ("the  Trust") is  registered as the
       holder of 46,999 ordinary shares of (pound)1 each,  fully paid within the
       share capital of the Company (the "Trusts  Shareholding") which according
       to the Articles of Association of the Company entitle it to all dividends
       declared in respect of the current financial period.

C.     ED is entitled as a right to receive the income from the Trust during her
       lifetime.  This  includes  inter  alia,  the right to  receive  dividends
       payable in respect of the Trusts  Shareholding.

D.     ED is a director  of the Company and  believes  (but  without any implied
       warranty  or  representation)   that  there  is  over  (pound)400,000  in
       Distributable  Profits  for year ended 31st March 1999 within the Company
       which is capable of being  declared as dividends to the  shareholders  of
       the Company and that in view of current  profitablity  this figure should
       increase significantly during the current financial year.


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E.     ED, as the  beneficiary  of the Trust has the right to  receive  all such
       dividends  as may be paid for the  period  ended  31st  March 1999 to the
       Trustees in relation to the Trusts Shareholding.

F.     The  parties  agree that as no Audited  Accounts  are  available  for the
       Company  in  respect of the year ended 31st March 1999 and given that the
       Company is likely to retain a proportion of its profits for investment in
       the future,  ED shall sell to the Purchaser her  anticipated  entitlement
       under the  Interest (as  hereinafter  defined) in the Trust in respect of
       the right to receive any dividend  declared by the company,  on the terms
       and conditions set out in this Agreement.


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:

       "Audited Accounts"          means  the  Company's  audited  accounts  (as
                                   defined   for  the   purposes  of  part  VIII
                                   Companies Act 1985) for the financial year in
                                   question   including   the   notes  to  those
                                   accounts and the associated directors report,
                                   such  accounts  having  been  prepared on the
                                   same  accounting  basis and principles as the
                                   previous years audited accounts;

       "Distributable Profits"     means  the  amount  of  Shareholder's   Funds
                                   contained  within  the  balance  sheet of the
                                   Company's Audited Accounts;

       "Escrow Account"            the client account of Wacks Caller;


       "The Interest"              means ED's  rights to receive  any  dividends
                                   paid to the Trust by the  Company  in respect
                                   of the Trust's shareholding in the Company;

       "Miss Ellie Profits"        the after tax profits of the Company as shown
                                   by the  Audited  Accounts  for the year ended
                                   31st March 2000 before deducting



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                                   any expenditure or liability  incurred by the
                                   Company or one of its subsidiaries  unless it
                                   was:

                                   (i)   agreed with ED; or

                                   (ii)  contained  or  provided for in a budget
                                         agreed with ED; or

                                   (iii) in the ordinary  course of  business of
                                         the Company as conducted before today.

       "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.


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.

2.     Agreement for Sale

2.1    Subject to the terms and  conditions of this  Agreement ED shall sell and
       Purchase the interest free from all liens,  charges and  encumbrances and
       with  all  rights  attaching  to it,  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 Interest shall be the aggregate of:-

       3.1.1  the sum of(pound)30,000 payable in cash to ED at completion; and

       3.1.2  a sum equal to the  lesser of (pound)265,000 and the sum shown in
              the Audited Accounts as



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              "profits on ordinary activities after taxation" of the Company for
              the  year  ended  31st  March  1999  such  payment  to be  without
              prejudice  to any  set  off or  counterclaim  in  respect  of ED's
              anticipated dividend from the Company for the year ending 31 March
              1999;

       3.1.3  such sum as equals the Miss  Ellie  Profits as shown by the
              Audited  Accounts  for the year  ended  3lst March 2000 and
              paid in accordance with clause 5.


4.     Completion

4.1    Completion  of the  purchase  of the  Interest  shall  take  place at the
       offices  of the  Purchaser's  Solicitors  as  soon as  practicable  after
       execution  of this  Agreement  and in any  event by 9th July  1999.  Upon
       receipt by ED of  consideration  set out in clause 3.1.1 above,  ED shall
       procure that the Trustees  shall deliver to the Purchaser a duly executed
       mandate  instructing  the  Company  to pay all  dividends  due  under the
       Interest  directly to the  Purchaser,  and that a Meeting of the Trustees
       will be held at which the mandate referred to in this clause 4.1 shall be
       approved.

4.2    The Purchaser shall satisfy the initial part of the consideration for the
       Interest,  as set out in Clauses  3.1.1, and 3.1.2 by the payment to ED's
       Solicitors in cleared funds of those amounts.

4.3    The Purchaser  shall satisfy the  consideration  set out in clauses 3.1.2
       and 3.1.3  respectively  (less any payments on account made in accordance
       with  clause 5) by the payment to ED's  Solicitors  within 14 days of the
       signature by the auditors of the Audited  Accounts of the Company for the
       years ended 31st March 1999 and ending 31st March 2000  respectively  and
       the  Purchaser  agrees to use is best  endeavours  to adopt  the  Audited
       Accounts for the year ended 31st March 2000 as soon as practicable and in
       any event prior to 30th September 2000.


5.     Payments on Account

5.1    The parties will procure that a copy of each set of  management  accounts
       of the Company will be delivered to the Trustees (it being the duty of ED
       so to do whilst she  remains a director  of the  Company)  which shall be
       accompanied  at the end of each  calendar  quarter by a statement  of the
       estimate of the  Company of the Miss Ellie  Profits as at the end of that
       quarter.



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5.2    The  Purchaser  shall  within  14 days of  receipt  by it of each  set of
       quarterly  management accounts in accordance with clause 5.1 pay into the
       Escrow  Account an amount equal to that  quarters' Miss Ellie Profits (as
       adjusted in accordance with the definition above) as shown by that set of
       quarterly  management  accounts  (less in each case the  aggregate of the
       payments (if any) previously made under this sub-clause)  being an amount
       of the consideration payable under clause 3.1.3.

5.3    Payments to the Escrow  Account  under this clause shall be made by means
       of telegraphic transfer to the Vendor's Solicitors.

5.4    Interest  accruing  on money in the Escrow  Account  shall be paid to the
       party to whom that money is paid pursuant to the terms of this Agreement.

6.     Warranties by ED

6.1    ED  warrants  that  she is  entitled  to  transfer  the  full  beneficial
       ownership of the Interest to the Purchaser on the terms of this Agreement
       without the consent of any third party.

6.2    ED  warrants  that the  Audited  Accounts of the Company as at 31st March
       1999 will reveal net assets (the "1999  Assets") not  materially  less in
       value than those  comprised to the unaudited  management  accounts of the
       Company as at 30th September 1998 (the "1998 Assets") and in the event of
       the 1999 Assets being  materially  less the damages  payable by ED to the
       Purchaser  shall be (pound)1 for every  (pound)1 by which the 1999 Assets
       are materially less than the 1998 Assets and that those assets in Balance
       Sheet as at 31 March 1999 comprise assets of a materially  similar nature
       to those in the said management accounts.

7.     General

7.1    The Purchaser  agrees that in  consideration  of today entering into this
       Agreement it shall not prior to the signature of the Audited  Accounts to
       31st March  2000,  and shall  procure  that so far as it is able no third
       party shall change the accounting reference date of the Company or change
       the Company's  auditors  PROVIDED ALWAYS that if the Purchaser  wishes to
       change the said accounting  reference date it shall be obliged to produce
       accounts  to 31st March 2000 to the same  standards  and  policies as the
       Audited Accounts as if 31st March 2000 was the actual accounting

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       reference date.

7.2    The  Purchaser  further  agrees that  (subject to ED  complying  with her
       service  agreement  with the Company in all  material  respects) it shall
       allow ED to continue to exercise  day to day control  over the affairs of
       the Company and that ED shall be permitted,  without  interference by the
       Purchaser  or at all,  to  conduct  the  business  of the  Company as she
       reasonably  sees fit in accordance  with her service  agreement  with the
       Company  and will not change  any bank  mandate  of the  Company  pending
       payment  under clause 3.1.2 save for the addition of Mr Richard  Smith as
       an  additional  signatory  on the basis that no cheque shall be signed or
       instruction  Given to the  Company's  bankers until payment has been made
       under clause 3.1.2 without the consent of ED. In the event of a breach of
       this clause 7.2, and ED shall have terminated her service  agreement with
       the   Company,   the   consideration   payable   under   3.1.3  shall  be
       (pound)150,000.

7.3    The Purchaser and ED shall use all reasonable  endeavours to maximise the
       Miss Ellie Profits.

7.4    This  Agreement  constitutes  the entire  agreement  between  the parties
       hereto with respect of 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.

7.5    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.


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                )






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Signed by                         )
LEISURE TRAVEL GROUP              )       /s/ Illegible
LIMITED, acting by:-              )


Director