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                                                                    EXHIBIT 10.4


                        WORLDTRAVEL TECHNOLOGIES, L.L.C.
                       END USER SOFTWARE LICENSE AGREEMENT


This End User Software License Agreement (this "Agreement") is made and entered
into this first day of November, 1999 by and between WORLDTRAVEL TECHNOLOGIES,
L.L.C., a Georgia limited liability company located at 6 W. Druid Hills Drive,
Atlanta, GA 30329 (hereinafter "WTT") and WORLDTRAVEL PARTNERS I, L.L.C.,
located at 1055 Lenox Park Blvd., Atlanta, GA 30319 (hereinafter "WTP").

Subject to the following terms and conditions, WTT hereby grants WTP a
non-exclusive license to use the WTT software product(s) and related manuals and
documentation specified on Exhibit A attached hereto.

1.       DEFINITIONS

         1.1      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.

         1.2      Enhancement - Changes to the Product that provide additional
                  features and/or functionality, expanding the capabilities of
                  the Product, or so significantly expands a function as to be
                  considered a new function.

         1.3      Improvements - New functionality that addresses areas that
                  were not covered in the Initial Software Release for the
                  Product, or so significantly expands a function as to be
                  considered a new function.

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

         1.5      Modification - Changes to the Product that affect existing
                  functionality. Normally this includes streamlining processes,
                  revising screens for clarity, etc.

         1.6      OFS Service Bureau/Outsourcing Agreement - That agreement
                  between the parties executed concurrently with this Agreement
                  under which WTT provides Online Fulfillment Services (OFS) to
                  WTP.

         1.7      Product - A logical grouping of WTT software which is sold by
                  a specific product name. The Product(s) which are licensed
                  under this Agreement are described on Exhibit A.


[*]  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.

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         1.8      Software Release - A complete or partial delivery of one or
                  more WTT Products. Normally on magnetic media, but may be
                  transmitted electronically, at WTT's discretion. There are
                  several kinds of Software Releases, determined by their own
                  reason, as listed below.

                  1.8.1    Initial Software Release - The initial delivery of
                           the Product(s) licensed from WTT.

                  1.8.2    Upgrade Release (Upgrade) - Changes to the Product
                           delivered after the Initial Software Release. WTT
                           reserves the right to charge an additional fee for
                           Upgrades which add Enhancements or Improvements to
                           the Initial Software Release.

                  1.8.3    Corrective Release (Fix) - Changes to the Product
                           delivered to correct a bug that impairs the normal
                           operation of the Product. May be inclined as part of
                           an Upgrade Release, or covered under a support
                           agreement.

         1.9      Software - Means, collectively, all of the Software Releases
                  provided by WTT from time to time, with respect to the
                  Product(s) licensed under this Agreement.

         1.10     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.

         1.11     Users - Entities and individuals who use the services bureau
                  offering. Users shall not include WTP.

2.       SCOPE OF LICENSE

         2.1      WTT hereby licenses to WTP the Software under the terms and
                  conditions outlined herein. WTP may sublicense such Software
                  in certain limited situations. Any and all right to sublicense
                  a particular Product shall be listed on Exhibit A hereto. In
                  any event, WTP is prohibited from, and shall prohibit its
                  sublicensees from, using the Products for service bureau use
                  or for use on behalf of other travel agencies or corporations
                  who are not WTP Customers.

         2.2      The Software and its related documentation cannot be
                  transferred, sold, or otherwise made available by WTP to
                  another party without WTT's express written consent. As a
                  condition to any such consent, WTT may require the execution
                  of a new License Agreement and payment of a fee equal to the
                  difference between the license fee paid for the Initial
                  Software Release and the then-current Product Price as
                  specified in the applicable WTT price list.

         2.3      An Upgrade Release, if provided by WTT and accepted by WTP,
                  replaces part or all of the Software for the Product
                  previously licensed. This Agreement applies to


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                  the Initial Software Release and all subsequent Software
                  Releases, whether supplied under this Agreement or otherwise.

         2.4      WTT shall provide WTP with support services for the software
                  Products licensed in Section 2.1 above. Such services shall be
                  provided through WTT under the terms and conditions listed in
                  Exhibit B.

         2.5      Any new WTT Products, Enhancements and Improvements, shall be
                  made available to WTP before such Products are made available
                  to other Users, unless such Products were funded by a third
                  party who paid for such development. All new Products,
                  Enhancements and Improvements offered to Users will be made
                  available to WTP pursuant to WTT's then-current rates or less,
                  at WTT's discretion.

3.       WTT'S PROPRIETARY RIGHTS; WTP RESTRICTIONS

         3.1      WTP acknowledges that the Software and its related
                  documentation are proprietary to WTT and are protected by
                  United States copyright law and international treaty. By
                  virtue of this Agreement, WTP acquires only the non-exclusive
                  right to use the Software and related user documentation and
                  does not acquire any rights of ownership in such materials.
                  WTT, or its licensor, shall at all times retain all rights,
                  title and interest in the Software, related documentation, and
                  any derivatives thereof.

         3.2      WTP agrees not to cause or permit the reverse engineering,
                  disassembly, copying or recompilation of the Software, except
                  to reproduce machine-readable object code portions for back-up
                  purposes and installation of new Software Releases, under
                  penalty of termination but not exclusive of any other
                  remedies.

         3.3      WTP may copy the Software for installation, back-up or other
                  purposes as described in the documentation. WTP may not copy,
                  or permit others to copy the Software or any Software Release
                  for any other purpose.

         3.4      WTP agrees not to remove, alter, or conceal any product
                  identification, copyright notices, or proprietary restrictions
                  from the Software, the media on which it is delivered, or
                  related user documentation and to reproduce all such notices
                  on any copies of the Product and user documentation created by
                  WTP.

         3.5      WTP may not copy or allow others to copy any part of the user
                  documentation or other printed material provided with the
                  Product or Software Release by any means, including data
                  transmission or translation.




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4.       PRICING AND PAYMENT

         4.1      The license fees for the Product(s) licensed pursuant to this
                  Agreement are set forth on Exhibit A hereto. Prices are quoted
                  and payments must be made in US dollars. Payments are due in
                  accordance with the terms set forth in Exhibit A. Any payment
                  not received within thirty (30) days of the date due shall
                  bear interest, at the rate of one and one-half percent (1.5%)
                  per month, on the amount over thirty days past due. Payment
                  for additional Products licensed from WTT shall be due on the
                  same terms, unless otherwise agreed in writing by WTT.

         4.2      The license fees do not include any charge for taxes and WTP
                  is solely responsible for paying any and all federal, state
                  and local taxes attributable to its purchase, possession or
                  use of the Product(s) or any services rendered by WTT in
                  connection with this Agreement, excluding only taxes based
                  upon the net income of WTT.

5.       LIMITED WARRANTY

         5.1      WTT represents and warrants to WTP that it has the right to
                  license the Software as provided herein. WTT further warrants
                  to WTP that for a period of three months from the date of
                  delivery of the Initial Software Release (the "Warranty
                  Period"), the Software shall operate substantially in
                  accordance with its then-current functional specifications as
                  published by WTT, including any subsequent modifications to
                  such specifications mutually accepted by WTP and WTT. If
                  during the Warranty Period WTP determines that this software
                  is unfit for WTP's intended purpose for any reason and
                  provided WTT is unwilling or unable to correct all identified
                  deficiencies, incompatibilities, defects or errors identified
                  in the Software with a new copy of the Software that does not
                  contain all identified deficiencies, incompatibilities,
                  defects or errors within reasonable time frame acceptable to
                  both parties, WTP may terminate this Agreement. WTP may obtain
                  from WTT a refund of the related license fee paid for the
                  Software.

         5.2      WTP shall notify WTT (in writing) of failure of the Software
                  to operate in conformity with the functional specifications
                  promptly following discovery thereof. Provided that WTP
                  notifies WTT of such failure prior to expiration of the
                  Warranty Period, WTT will investigate and take corrective
                  action as expeditiously as is reasonably possible. If any
                  Software fails to operate in accordance with the related
                  functional specifications, WTT will use its best efforts to
                  correct the Software so that it will operate substantially in
                  accordance with the relevant functional specifications. If WTT
                  determines that the reported error or non-conformity is not
                  due to any error or defect in the Software supplied by WTT,
                  WTP shall compensate WTT for its services on a time and
                  materials basis at WTT's then-prevailing rates.

         5.3      WTT shall not be liable to WTP for any claim or defect arising
                  from or based upon (i) any alteration or modification of any
                  Software not provided by WTT;


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                  (ii) problems with WTP's equipment or other software; or (iii)
                  any other cause beyond the control of WTT.

         5.4      WTT further warrants to WTP that the disks on which the
                  Software is recorded be free from defects in materials and
                  workmanship under normal use and service for a period of
                  ninety (90) days from the last day of Meeting Partner and
                  Airline CRS Interface installation and training to be held at
                  the user site, whichever comes later.

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

6.       PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT

         6.1      Subject to the terms of this Section 6, WTT will defend WTP
                  against any claim that the Software furnished hereunder
                  infringes any United States patent, copyright, trade secret or
                  trademark, and will indemnify WTP against any liability,
                  damage, or expense (including court costs and reasonable
                  attorneys' fees) arising from a final award against WTP based
                  on such claims, provided WTP: (i) promptly notifies WTT in
                  writing of any claim or judgment of infringement; (ii) permits
                  WTT to exclusively defend, compromise, settle or appeal any
                  such claim or judgment (at the expense of WTT); (iii) assists
                  and cooperates with WTT, as reasonably requested by WTT, to
                  enable WTT to defend, compromise, settle or appeal any such
                  claim, suit, demand or judgment; and (iv) has complied with
                  the terms of this Agreement. The provisions of this Section 6
                  shall not prohibit WTP's participation with WTT in the defense
                  or appeal of any such claim or judgment should WTP choose to
                  participate, at its own expense (such expense not being
                  indemnified by WTT) and with attorneys of its own choice,
                  provided that WTT shall have sole control and authority with
                  respect to any such defense, compromise, settlement, appeal or
                  similar action.

         6.2      WTT shall have no obligation to WTP under this Section 6 if
                  the actual or alleged infringement is based upon (i) any
                  modification or alteration of the Software that was not
                  supplied by WTT, or (ii) the use of the Software in
                  combination with any other software or equipment, as such
                  actual or alleged infringement would not have arisen absent
                  such combination.

         6.3      Should WTP's right to continue to use the Software pursuant
                  hereto be enjoined by a court because the Software is declared
                  to infringe a valid United States


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                  patent, copyright, trade secret or trademark, WTT shall not be
                  in breach of this Agreement if WTT either: (i) procures for
                  WTP the right to continue to use the Software; (ii) modifies
                  the Software to render it non-infringing but substantially
                  functionally equivalent to the Software prior to such
                  modification; or (iii) replaces the Software with
                  non-infringing software that is substantially functionally
                  equivalent to the Software. In the event that none of the
                  options set forth in this Section 6.3 are reasonably possible
                  or effective, WTT shall be entitled to terminate this
                  Agreement and the license granted herein and refund to WTP the
                  license fee paid for the particular Product or Software
                  Release found to be infringing, less 1/60 of such amount for
                  each month following the expiration of the Warranty Period in
                  which WTP maintained possession of the Product or Software
                  Release.

         6.4      THIS SECTION 6 STATES WTT'S ENTIRE OBLIGATION TO WTP REGARDING
                  ANY ACTUAL OR ALLEGED INFRINGEMENT, VIOLATION OR
                  MISAPPROPRIATION OF ANY THIRD PARTY'S PATENT, COPYRIGHT,
                  TRADEMARK OR OTHER PROPRIETARY RIGHTS RELATING TO THE
                  SOFTWARE.

7.       LIMITATIONS OF LIABILITY

         7.1      EXCEPT AS PROVIDED IN SECTION 6, NEITHER WTT OR ITS OFFICERS,
                  DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO WTP FOR ANY
                  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
                  THIS AGREEMENT OR THE BREACH THEREOF, OR ARISING OUT OF WTP'S
                  POSSESSION OF, USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY
                  PORTION THEREOF. SUCH EXCLUDED DAMAGES INCLUDE, WITHOUT
                  LIMITATION, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF
                  TIME, LOSS OF DATA OR LOSS OF PROFITS THAT MAY ARISE IN
                  CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE,
                  REGARDLESS OF WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON
                  BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY,
                  TORT, PRODUCTS LIABILITY OR OTHERWISE.

         7.2      WTT WILL NOT BE LIABLE FOR ANY CLAIM AGAINST WTP BY ANY THIRD
                  PARTY, INCLUDING TIMESHARING CUSTOMERS.

         7.3      EXCEPT AS PROVIDED IN SECTION 6, IN NO EVENT WILL WTT'S
                  LIABILITY FOR ANY DAMAGES OR INJURIES TO WTP EVER EXCEED THE
                  LICENSE FEE PAID BY WTP FOR THE PRODUCT, REGARDLESS OF THE
                  FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT
                  LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.

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8.       TERM AND TERMINATION

         8.1      This Agreement shall be effective on the date above written
                  and shall continue indefinitely unless terminated as provided
                  herein.

         8.2      Either party may terminate this Agreement and the license and
                  right 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) 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. This Agreement shall automatically and
                  immediately terminate on the termination or expiration of any
                  one of the OFS Service Bureau/Outsourcing Agreement, the TTG
                  Service Bureau Agreement or the Master Development Agreement.
                  Termination of this Agreement shall not constitute WTT's
                  exclusive remedy breach or non-performance by WTP and WTT
                  shall be entitled to seek all other available remedies, both
                  legal and equitable, including injunctive relief.

         8.3      Upon termination of this Agreement for any reason, WTP shall
                  immediately cease all use of the Software, remove all copies
                  of the Product from its computers and return to WTT all
                  Software Releases and related documentation.

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

9.       NON-SOLICITATION

         9.1      The Parties agree that the education, training and retention
                  of their respective employees are essential, and each party
                  agrees that during the term of this Agreement and, in the case
                  of any individual employee for a period of six months, after
                  termination or resignation of such employee, neither party
                  shall, directly or indirectly, recruit, solicit or hire any
                  employee of the other without prior written consent of the
                  other party. In the event either party shall violate the terms
                  of this paragraph, the soliciting or hiring party shall pay
                  the other party, upon receipt of written demand, an amount
                  equal to the greater of one (1) year's compensation for such
                  employee at the rate paid immediately prior to such hiring.


10.      GENERAL

         10.1     This Agreement, including Exhibits A and B attached hereto,
                  represents the entire understanding and agreement between the
                  parties, and supersedes any and all previous discussions and
                  communications. Any subsequent amendments and/or additions
                  hereto shall be effective only if in writing and signed by
                  both parties. This Agreement shall be binding upon and inure
                  to the benefit of the successors and assigns of the respective
                  parties hereto.

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         10.2     This Agreement shall be interpreted under the laws of the
                  State of Georgia, and any legal action resulting from it shall
                  be held within the jurisdiction of the State of Georgia. It is
                  understood that the parties shall use their best endeavors to
                  amicably resolve any dispute or difference arising from this
                  Agreement.

         10.3     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.

         10.4     This Agreement does not include any professional services or
                  on-going maintenance and support that may be needed to
                  install, implement, train, support or otherwise make
                  operational the Product on WTP's hardware platform.

         10.5     WTP shall be entitled to a copy of and shall have the right to
                  use the source code for the Product(s) licensed hereunder if:
                  i) WTT becomes insolvent or a party to any bankruptcy or
                  receivership proceedings or makes an assignment for the
                  benefit of creditors; or ii) WTT is in material default of
                  performance under this Agreement or of any software support
                  agreement then in effect between the parties relating to the
                  Product(s); or iii) WTT ceases to market or support the
                  Product(s) and such marketing/support is not continued by
                  another corporation or entity, or is continued by another
                  corporation or entity, which WTP for reasonable cause deems
                  unsatisfactory.

         10.6     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.

                  For WTP:          Timothy J. 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


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         IN WITNESS WHEREOF, the undersigned duly authorized representatives of
         the parties hereto made and entered in this Agreement as of the date
         first above written.

WORLDTRAVEL TECHNOLOGIES, L.L.C.             WORLDTRAVEL PARTNERS I, L.L.C.

By: /s/  Ralph Manaker                       By:  /s/ John C. Alexander
   -----------------------------                -------------------------------
    Ralph Manaker                                 John C. Alexander
    President                                     President



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                              EXHIBIT A: PRODUCTS


     1.  The parties understand and agree that the fees outlined in the TTG
         Service Bureau Agreement, include payment for the licenses granted
         hereunder. Should the OFS Service Bureau/Outsourcing Agreement, the
         TTG Service Bureau Agreement or the Master Development Agreement
         terminate, the parties shall negotiate an appropriate license fee for
         the Product(s) licensed hereunder in the event that the parties decide
         to allow the terms and conditions of this Agreement to continue in
         full force and effect.

     2.  Listed below are the licensed Products and any applicable license fees:

         Licensed Products                         Initial License Fees

         CRS Screen Highlighter 4.2                Covered under the TTG Service
         SW Direct                                 Bureau Agreement

         MeetingsAssist 2.1                        See below*

     3.  WTP shall have the right to sublicense to Customers for Customers'
         internal use only, and only on the prior written approval of WTT, the
         following products: Highlighter, SWDirect, and MeetingsAssist. WTP
         shall require such sublicensees to sign a support and maintenance
         agreement consistent with the agreement attached hereto as Exhibit B,
         which is incorporated herein by reference.

     * WTP shall pay [*] per Qualified Transaction, as defined in the TTG
Service Bureau Agreement, commencing on January 1, 2000 until December 31, 2001,
plus [*] of the research and development costs associated with the
MeetingsAssist development for the next two (2) years in accordance with the
Master Development Agreement. As provided in the Master Development agreement,
by January 1, 2002, WTT shall either assign all right, title and interest in and
to MeetingsAssist to WTP or retain title to MeetingsAssist and provide support
and hosting for MeetingsAssist at cost plus [*], in which event WTP's obligation
to pay a fee per transaction and a portion of the research and development costs
shall terminate and WTP's license shall continue at no cost, but otherwise in
accordance with the terms and conditions of this Agreement