EXHIBIT 10.7

                                  EXPEDIA, INC.
                           ASSOCIATE PROGRAM AGREEMENT

     This agreement ("Agreement") contains the complete terms and conditions for
your  participation  in the Expedia, Inc. Associate Program ("Program"), and the
establishment  of  links  from  your  Web  site(s)  to our domestic Web site, as
defined  below.  As  used  in this Agreement, "you" means (and "your" refers to)
the  applicant seeking to participate as an Associate in the Program, "we" means
(and  "us",  "our"  and  "ours"  refer  to)  Expedia,  Inc.

THIS  IS  A  LEGAL  AGREEMENT  BETWEEN YOU AND EXPEDIA, INC.  BY CLICKING ON THE
"ACCEPT"  BUTTON  AT  THE  END  OF  THIS  AGREEMENT,  YOU  AGREE  THAT  YOU  ARE
AFFIRMATIVELY  STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET
FORTH  IN  THIS  AGREEMENT  AND  YOU  AGREE  TO  BE  BOUND  BY THE TERMS OF THIS
AGREEMENT.

1.     DEFINITIONS

     1.1     "ACCOMMODATION  TRANSACTION"  means the Commencement Date of a stay
in  one  or  more rooms or suites in a single hotel for an uninterrupted stay of
any  duration  or  any  accommodations  available for reservation or purchase on
Expedia for an uninterrupted stay of any duration, and where such reservation or
purchase  is  completed  by  a User who has Linked directly to Expedia from your
Associate  Site via one of the EI Icons or Links with the purpose of shopping or
buying  travel  during  a  single  browser  session.

     1.2  "AFFILIATE"  means any person, partnership, joint venture, corporation
or  other  form of enterprise, domestic or foreign, including but not limited to
subsidiaries,  that  directly  or indirectly, control, are controlled by, or are
under  common  control  with  a  party.

     1.3 "AIR TRANSACTION" means the Commencement Date of a trip (round-trip, or
one-way  if  no  round-trip  is purchased) by one person or more, and where such
purchase  of  one  air  ticket  or  more  is  completed by a User who has Linked
directly  to  Expedia  from your Associate Site via one of the EI Icons or Links
with  the  purpose of shopping or buying travel during a single browser session.

     1.4 "ASSOCIATE SITE" means one or more of your web sites, and any successor
web  site  to  those  sites,  once  you  have  been  accepted  into the Program.

     1.5  "BANNER  ADVERTISEMENTS"  means  those  certain  rotating or permanent
banner advertisements created and provided by us to you containing a Linking URL
that are located on your Associate Site, and are no larger than 468 pixels by 60
pixels  (or  such  other  dimensions  as the parties may from time to time agree
upon), which permits Users to navigate directly to a page on Expedia as selected
by  us.  You  agree  not  to  revise,  change or modify any Banner Advertisement
provided  by  us  to  you  for  placement  on  your  Associate  Site.

     1.6     "CAR  TRANSACTION"  means  the Commencement Date of a car rental by
one  person,  and  where  such transaction is completed by a User who has Linked
directly  to  Expedia  from your Associate Site via one of the EI Icons or Links
with  the  purpose of shopping or buying travel during a single browser session.

     1.7  "CLICK-THROUGH"  means  each instance in which a User navigates to and
fully  loads  a  page  on Expedia. As used herein, a page "fully loads" when the
entire  page  is  displayed on the electronic device that has accessed the page.

     1.8  "COMMENCEMENT  DATE"  means  the  date  upon which the air travel, car
rental,  accommodation  stay,  cruise  trip  or  any  travel package combination
thereof  commences.


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     1.9  "CRUISE  TRANSACTION" means the Commencement Date of one cruise by one
person  or  more,  for  a  stay  of  any duration, and where such transaction is
completed  by a User who has Linked directly to Expedia from your Associate Site
via  one  of the EI Icons or Links with the purpose of shopping or buying travel
during  a  single  browser  session.

     1.10  "EI  ICONS"  means  any  graphical  or  text link, including, without
limitation,  Banner  Advertisements  and persistent hyperlinks in the form of an
Expedia  logo  or  Expedia  storefront  booking  form,  that  is located on your
Associate  Site  through which Users may directly Link to a location on Expedia.

     1.11  "EXPEDIA" means the software code, informational databases, products,
and  other  components  that  make  up  our service which is marketed for use by
individual  end  users in the United States, Canada, Germany, the United Kingdom
and/or  such  other  locales  as we may elect to market our service, at our sole
discretion, to enable such end users to shop for, reserve, book (including, at a
minimum,  air  travel, accommodations, travel packages, and car rentals) and pay
for  certain  travel  services  via  a  personal  computer (or other interactive
device) connected to the Internet or any other network. We currently offer these
services  on  the  Web under the name "Expedia," but we may change the name from
time to time, and the term "Expedia" as we use it in this Agreement is deemed to
refer to all future versions of our online services described in this Agreement,
regardless of the name under which it is offered from time to time, and includes
without  limitation  any and all additional, follow-on, successor or replacement
versions  of  these  services.

     1.12     "LINK"  means  either,  (i)  one or more hyperlinks located on the
applicable areas of your Associate Site or Expedia, (ii) any "keywords", such as
"Travel", "Air", "Hotel", "Car", etc. that invokes your software program on your
Associate  Site  and  returns  an EI Icon, or (iii) any other alternative method
that  enables  a User to access Expedia or return to your Associate Site.  Links
also  include  any connection to Expedia through the Internet, email, broadband,
Internet  II, wireless and handheld devices, cell phones, digital appliances, or
other  digital  interactive  means, networks, devices, or transmissions (whether
existing  now  or  in  the  future).

     1.13     "LOOK  AND  FEEL" means the distinctive and particular elements of
graphics,  design,  organization,  presentation,  layout,  user  interface,
navigation,  trade dress, colors and stylistic convention (including the digital
implementations  thereof) within a World Wide Web site, and the total appearance
and  impression  substantially  formed  by  the  combination,  coordination  and
interaction  of  such  elements,  and  any  derivative  works.
     1.14     "MERCHANT  ACCOMMODATION  TRANSACTION"  means the reservation of a
single  room  or  suite  in  a  single  hotel  for  an uninterrupted stay of any
duration, or any accommodations available for reservation or purchase on Expedia
for  an  uninterrupted  stay  of any duration, where an Expedia Affiliate is the
Merchant  of Record for the transaction, and where such transaction is completed
by a User who has Linked directly to Expedia from your Associate Site via one of
the  EI  Icons  or  Links with the purpose of shopping or buying travel during a
single  browser  session.

     1.15     "MERCHANT  NET REVENUE" means the net revenue that the Merchant of
Record  receives as a direct result of Users effectuating Merchant Accommodation
Transactions  and/or  Travel  Package  Transactions  on  Expedia,  after  taking
deductions for: (i) amounts collected by the Merchant of Record for sales taxes,
duties,  handling,  and  similar  charges,  (ii)  3% of the total amount of each
transaction  for  credit  card  fees, and (iii) .05% of the total amount of each
transaction  for amounts due to suppliers due to credit card fraud and bad debt.

     1.16     "MERCHANT  OF  RECORD"  means  an  Affiliate  of  ours, whose name
appears on the credit card charge and to whom the applicable credit card company
shall  reimburse  for  the  amount  of  the  credit  card  charge.

     1.17  "NET  REVENUE" means the net revenue we receive as a direct result of
Users  effectuating  Accommodation  Transactions  and/or  Car  Transactions  on

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Expedia,  excluding:  (i)  amounts we collect for sales taxes, duties, handling,
and  similar  charges,  (ii)  .05%  of  the total amount of each transaction for
amounts  due  to suppliers due to credit card fraud and bad debt, and (iii) .25%
of  the  total  amount  of  each  transaction  for  credits due to suppliers for
cancellations  or  returns.

1.18     "TRAVEL PACKAGE TRANSACTION" means: (i) a combination of two or more of
the  following  transactions  that  have  been  effectuated by one User during a
single  browser session: an Air Transaction, an Accommodation Transaction, a Car
Transaction,  a  Cruise Transaction, or a Merchant Accommodation Transaction; or
(ii)  a  combination of two or more transactions identified in this Section 1.18
which have either a common Commencement Date or proximately related Commencement
Dates,  and  which  may be effectuated by the same User in more than one browser
session,  and  where  such  transaction  is  completed  by a User who has Linked
directly  to  Expedia  from your Associate Site via one of the EI Icons or Links
with  the  purpose of shopping or buying travel during a single browser session.

1.19     "USER"  means individuals or entities that access Expedia directly from
your Associate Site.  For purposes of clarification, the meaning of "User" shall
not  include any software program or routine that generates a Click-Through with
no  individual  person  actually present, such as shoppingbots or other computer
programming  routines  that  are  intended  to  scrape,  mine,  surreptitiously
intercept or expropriate any information for the purpose of comparison shopping.

2.     INELIGIBLE  PARTY;  LIQUIDATED  DAMAGES

If  you  are  an  employee or agent of a Competitor of ours, a travel agent or a
travel  supplier  (collectively,  "Ineligible  Party"),  you are not eligible to
enroll  in the Expedia Associate Program.  For the purposes of this Agreement, a
"Competitor"  includes,  but  isn't  limited  to,  Travelocity,  Orbitz,  Hotel
Reservation Network, Mark Travel, Cheap Tickets, Priceline, Biz Travel, Hotwire,
Last  Minute,  American  Express,  Rosenbluth,  Carlson  Wagonlit,  Site59,  any
airline, any car rental, any cruise operator and any hotel company.  If you fall
into  any  of  these  categories  and  you still wish to enroll in the Associate
Program,  you  must obtain prior written approval from us for your participation
as  an  Associate.  IF  YOU  HAVE  ANY  QUESTIONS  WHETHER YOU ARE OR ARE NOT AN
INELIGIBLE  PARTY,  PLEASE  CONTACT  US  BEFORE  YOU EXECUTE THIS AGREEMENT.  In
addition,  you  agree to: (i) terminate this Agreement immediately if you become
an Ineligible Party following your enrollment in the Associate Program; and (ii)
keep  confidential  any  Confidential Information, as defined in this Agreement,
which  we  have provided to you during your enrollment in the Associate Program.
You specifically agree that the obligation for confidentiality in this Agreement
survives  any termination of this Agreement.  YOU ACKNOWLEDGE AND AGREE TO THESE
RESTRICTIONS  AND  SPECIFICALLY AGREE THAT ANY BREACH OF THIS SECTION 2 SHALL BE
DEEMED  A  MATERIAL  BREACH  OF  THIS  AGREEMENT.

IF  YOU  ARE AN INELIGIBLE PARTY AND ENROLL IN THE ASSOCIATE PROGRAM, YOU AND WE
AGREE  THAT  WE  WILL  BE  MATERIALLY DAMAGED BY YOUR ACCESS TO OUR CONFIDENTIAL
INFORMATION  IN  AN AMOUNT THAT IS DIFFICULT TO ASCERTAIN.  ACCORDINGLY, YOU AND
WE  AGREE  THAT  IF  YOU  ARE  AN  INELIGIBLE  PARTY AND ENROLL IN THE ASSOCIATE
PROGRAM,  THAT  YOU WILL PAY FIVE HUNDRED THOUSAND DOLLARS (US$500,000.00) TO US
AS LIQUIDATED DAMAGES.  NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PROVISION
SHALL  PREVENT  US  FROM  PURSUING EQUITABLE REMEDIES RESULTING FROM A BREACH OF
THIS  AGREEMENT.

IF  FOLLOWING  YOUR ENROLLMENT IN THE ASSOCIATE PROGRAM YOU BECOME AN INELIGIBLE
PARTY  AND  DO  NOT  IMMEDIATELY TERMINATE THIS AGREEMENT, YOU AND WE AGREE THAT
YOUR  CONTINUED  ACCESS  TO  OUR  CONFIDENTIAL  INFORMATION WILL PUT US AT RISK.
FURTHER,  YOU  AND  WE AGREE THAT ANY USE BY YOU OF THE CONFIDENTIAL INFORMATION
OBTAINED  PRIOR  TO  TERMINATION  OF  THE  AGREEMENT  WILL  PUT  US  AT  RISK.
ACCORDINGLY,  YOU  AND  WE  AGREE  THAT IF: (I) YOU DO NOT KEEP CONFIDENTIAL THE
CONFIDENTIAL  INFORMATION YOU OBTAINED PRIOR TO BECOMING AN INELIGIBLE PARTY; OR
(II)  YOU  DO  NOT TERMINATE THE AGREEMENT AS REQUIRED AND THEREFORE CONTINUE TO


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ACCESS  OUR  CONFIDENTIAL INFORMATION, THAT WE WILL BE MATERIALLY DAMAGED BY YOU
IN  AN  AMOUNT  THAT  IS  DIFFICULT  TO  ASCERTAIN AND YOU WILL PAY FIVE HUNDRED
THOUSAND  DOLLARS  (US$500,000.00) TO US AS LIQUIDATED DAMAGES.  NOTWITHSTANDING
THE  FOREGOING,  NOTHING  IN  THIS  PROVISION  SHALL  PREVENT  US  FROM PURSUING
EQUITABLE  REMEDIES  RESULTING  FROM  A  BREACH  OF  THIS  AGREEMENT.


3.     YOUR  OBLIGATIONS

3.1     To  begin  the  enrollment  process, you will submit a completed program
application  ("Program Application") via Expedia.  We will evaluate your Program
Application  and  will  notify  you  of your acceptance or rejection in a timely
manner.  We  may  reject  your  Program Application if we determine, in our sole
discretion, that you are an Ineligible Party, or your site is unsuitable for the
Program for any reason, including, but not limited to, if your site incorporates
images or content that is in any way unlawful, harmful, threatening, defamatory,
obscene,  harassing  or  racially,  ethically or otherwise objectionable such as
sites  that  depict  sexually  explicit  images;  promotes  violence,  illegal
activities,  or  unlawfully discrimination of any kind; promotes or incorporates
any  materials  which  infringe  or  assist  others to infringe the intellectual
property  rights  of others (collectively "Content Restrictions").  If we reject
your Program Application, you are welcome to reapply to the Associate Program at
any  time.

If  you  are  accepted  into  the  Program:

     3.2     You shall prominently display and maintain the EI Icons provided to
you  by  us, or any addition to or substitute thereof that we may provide to you
from  time-to-time  during  the  term  of this Agreement, on your Associate Site
which  shall  Link  directly to Expedia.  You agree not to place the EI Icons on
the  same  page  on  your  Associate  Site  with  the  logos  or trademarks from
Travelocity.com Inc., Hotel Reservations Network, Inc., Hotwire and Mark Travel.
In  the  event  we  provide  you  with  new  or  modified EI Icons, you agree to
implement  the  new  EI  Icons  within thirty (30) days following receipt of the
update  from  us.  You  agree  to comply with the EI Icon Guidelines for Linking
that  we  provide to you or any other replacement guidelines that we may provide
to  you  in writing from time-to-time during the term of this Agreement.  The EI
Icon  Guidelines  are  available  at
http://www.expedia.com/daily/associates/EI_Icon_Guidelines.htm.  Additionally,
we  encourage  (but  do  not  require) you to include a Link to the home page of
Expedia.

     3.3     In  no  event  shall  you  or  your  agents  make  or  extend  any
representation or warranty on our behalf with respect to Expedia or the services
available  therein.

     3.4     You warrant and represent to us that your Associate Site: (i) is in
compliance  with  all applicable laws and regulations; (ii) does not contain any
material that is fraudulent, defamatory or obscene; and (iii) is suitable in all
respects  to be Linked to from Expedia.  You agree that your Associate Site will
not,  in  any  way,  copy  or resemble the Look and Feel of Expedia nor will you
create an impression that your Associate Site is Expedia or part of Expedia, nor
will you frame any page on Expedia being viewed by a User of your Associate Site
who  links  to  Expedia  through a Link.  You agree that during the term of this
Agreement, your Associate Site shall not contain any of the Content Restrictions
described in Section 3.1 above, nor shall it disparage Expedia or us in any way.
We may test your Associate Site's URL, and if such URL is not in compliance with
the  terms  and  conditions of Section 3.2 and this Section 3.4, we, in our sole
discretion  may  (i)  remove such non-conforming URL; and/or (ii) terminate this
Agreement.

4.     EXPEDIA'S  OBLIGATIONS

     4.1     We  shall  provide you with one or more EI Icons, or any substitute
thereof  that  we,  in our sole discretion, may provide to you from time to time
during the term of this Agreement for use on your Associate Site.  Additionally,


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we  shall provide you with EI Icon Linking guidelines, or such other replacement
guidelines as we may provide to you in writing from time-to-time during the term
of  this  Agreement.

     4.2     We shall provide customer support and fulfillment services to Users
in  accordance  with our then-current standard terms and conditions and standard
customer service policies and procedures applying generally to users of Expedia.
You  acknowledge  that  we  reserve  the  right  to  refuse  to  provide
customer/fulfillment  services to a User for a variety of reasons, including but
not  limited  to:  (a) purchase rejection by applicable credit card company; (b)
inability  to  authenticate  credit  card;  (c)  inability  to authenticate card
holder;  and  (d)  User's  purchase  history  with  us  and/or  our  Affiliates.

     4.3     We shall make available to you monthly reports that set forth, at a
minimum, the number of Users to Expedia from your Associate Site, and the number
of  Accommodation  Transactions,  Air  Transactions,  Car  Transactions,  Cruise
Transactions,  Merchant  Accommodation  Transactions  and  Travel  Package
Transactions  completed by Users Linking directly to Expedia from your Associate
Site  during  the  applicable  month.

     4.4     The parties acknowledge that a third party reporting agent, such as
"Be  Free,  Inc."  ("Reporting Agent") will assist us in fulfilling our tracking
and  reporting  requirements hereunder.  To ensure that reporting begins as soon
as  possible,  you  agree  to  register  with  the  Reporting  Agent  as soon as
practicable  and  to  provide  us with the SiteID or other necessary information
assigned  by  the  Reporting  Agent.

5.     USE  OF  TRADEMARKS

You  agree  that  we may include your logos, trademarks, trade names and similar
identifying material ("Your Marks") on Expedia in a listing of companies who are
participating  in  the  Program;  provided however, that in no event shall we be
required  to  include Your Marks in any such listing.  You represent and warrant
that  you  are the sole and exclusive owner of Your Marks and have the right and
power to grant to us the license to use them in the manner described herein, and
such  grant  does not or will not breach, conflict with, or constitute a default
under  any  agreement or other instrument applicable to you or binding upon you;
or  infringe  upon  any trademark, trade name, service mark, copyright, or other
proprietary right of any other person or entity.  We will remove Your Marks from
any  such lists upon the effective date of the expiration or termination of this
Agreement.

6.     OWNERSHIP  OF  EXPEDIA

     6.1     We  shall  own  all intellectual property rights (including without
limitation  all copyrights, patents, trademarks and trade secrets) in connection
with  and  in  all  versions  of  Expedia.

     6.2     We  will own all data generated by Users of Expedia, and all of the
terms  and  conditions,  rules,  policies  and  operating  procedures of Expedia
(including  but not limited to policies relating to the use of customer personal
identification  information,  customer  orders,  customer  service  and  ticket
fulfillment)  will  apply  to such Users of Expedia; and we reserve the right to
change  such  terms  and conditions, rules, policies and operating procedures at
any  time.

7.     FEE  STRUCTURE

You  are  eligible to earn Transaction Fees on all sales during the term of this
Agreement,  where  the  User follows a Link from your Associate Site directly to
Expedia  and  that  User,  using  Expedia's  online  travel  and booking system,
successfully  effectuates  an  Accommodation  Transaction,  Air Transaction, Car
Transaction,  Cruise  Transaction,  Merchant Accommodation Transaction or Travel
Package  Transaction,  which  is  completed during the term of this Agreement on
either  a  "Flat  Rate",  "Net  Revenue"  or  "Merchant  Net Revenue" basis (the
"Transaction  Fees"), as applicable.  The Transaction Fee for an Air Transaction
will not be awarded in the event of credit card fraud, bad debt, and credits due
for  cancellations  or  returns.  We  will pay you a Transaction Fee only if the
User is tracked on our internal online ordering system from the time the Link is


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initiated  on  your  Associate  Site to the time of the sale.  You agree that no
Transaction  Fees  will  be  paid  if the User cannot be tracked by our internal
ordering  system.  Transaction  Fees  shall  be  paid  as  follows:

     7.1  Air  Transaction  Fees.  We  will  pay  you  Two Dollars (US$2.00) for
          ----------------------
each  Air  Transaction  ("Air  Transaction  Fees").

     7.2  Accommodation  Transaction  Fees.  We  will  pay  you  three  percent
          --------------------------------
(3%)  on  Net Revenue, per Accommodation Transaction ("Accommodation Transaction
Fees").

     7.3  Car Transaction Fees. We will pay you two percent (2%) on Net Revenue,
          ---------------------
per  Car  Transaction  ("Car  Transaction  Fees").

     7.4  Cruise Transaction Fees. We will pay you Twenty Dollars (US$20.00) for
          ------------------------
each  Cruise  Transaction  ("Cruise  Transaction  Fees").

     7.5  Merchant  Accommodation Transaction Fees. We will pay you five percent
          -----------------------------------------
(5%)  on  Merchant  Net Revenue, per Merchant Hotel Transaction ("Merchant Hotel
Transaction  Fees").

     7.6  Travel  Package  Transaction Fees. We will pay you two percent (2%) on
          ----------------------------------
Merchant  Net  Revenue,  per  Travel  Package  Transaction  ("Travel  Package
Transaction  Fees."),


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8.     PAYMENTS

Within  forty-five  (45) days after the end of each month during the term of the
Agreement with respect to which we owe you any Transaction Fees, we will furnish
you  a statement together with payment for any amount due to you.  The statement
will contain information sufficient to discern how the payment was computed.  In
the  event  that  the total monthly Transaction Fees payable to you is less than
Fifty Dollars (US$50.00) for the applicable month ("Monthly Minimum Threshold"),
we  will  hold  the  payment  until the aggregate total Transaction Fees meet or
exceed the Monthly Minimum Threshold.  We will remit all payments owed to you to
your  address  provided  in the Program Application submitted in accordance with
Section  3.

9.     MODIFICATION

We  may  modify  any of the terms and conditions contained in this Agreement, at
any  time in our sole discretion. Notification to you of any change by e-mail or
posting of a change notice on Expedia and/or the Internet site of any designated
Reporting Agent, as described in Section 4.4 above, at our sole option, shall be
considered  sufficient  notice  to  you  of  a  modification  to  the  terms and
conditions  of  this  Agreement.  Modifications may include, but are not limited
to,  changes  in  the  scope of available commission fees, commission schedules,
payment  procedures,  and Program rules.  If any modification is unacceptable to
you, your recourse is to terminate this Agreement.  Your continued participation
in  the  Program  following our posting of a change notice or a new agreement on
Expedia  will  constitute  binding  acceptance  of  the  change.

10.     EFFECT  OF  ECONOMIC  CONDITIONS

In  the  event  we  deem,  in  our  sole  discretion,  that  military  action or
extraordinary political, economic, or other conditions or occurrences beyond our
control  significantly  impacts  the  travel business, our businesses, access or
navigation  to  Expedia  from  you  or your business(es) and alters our exposure
under  this  Agreement,  we  may,  at  any time, suspend performance (in part or
whole) of any or all terms and conditions of this Agreement, suspend payment due
hereunder  (in  part or whole) or terminate the Agreement (in part or whole), in
our  sole  discretion.  We  will  provide  you with written notice five (5) days
prior  to  the  effective  date  of  such  change(s).

11.     TERM  AND  TERMINATION

This  Agreement  shall  commence upon our acceptance of your Program Application
and shall continue until terminated by either party.  Either party may terminate
this  Agreement  at  any  time, with or without cause, by giving the other party
written notice of termination.  Written notice can be in the form of mail, email
or  fax.  You  are  only  eligible to earn Transaction Fees occurring during the
term  of  the  Agreement, and commissions earned through the date of termination
will  remain  payable  in  accordance  with  Section  7.  If  this  Agreement is
terminated  because  (i)  you have violated the terms of this Agreement, or (ii)
your  Associate  Site  becomes  subject to the Content Restrictions set forth in
Section  3,  you  are  not eligible to receive any commission payments, even for
commissions  earned prior to termination.  We reserve the right to withhold your
final  payment  for a reasonable time to ensure that the correct amount is paid.
Upon  termination  or  expiration  of  this  Agreement for any reason, you shall
immediately  remove  any  EI  Icon  or  Link  from  your  Associate  Site.

12.     REPRESENTATIONS  AND  WARRANTIES

You represent and warrant to us that you are not an Ineligible Party, as defined
in  Section 2, and that this Agreement has been duly and validly executed by you
by  virtue  of your clicking on the "Accept" button at the end of this Agreement
and  constitutes  your  legal, valid and binding obligation, enforceable against
you  in  accordance  with  its  terms;  and  that  the  execution, delivery, and
performance  by  you of this Agreement are within your legal capacity and power,
have  been  duly  authorized  by  all requisite action on your part, require the
approval  or  consent  of no other persons; and neither violate nor constitute a
default  under  the  provision  of any law, rule, regulation, order, judgment or
decree  to  which  you are subject or which is binding upon you, or the terms of


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any  other  agreement,  document or instrument applicable to you or binding upon
you.  The  representations  and  warranties in this Section 12 are continuous in
nature  and  shall  be deemed to have been given by you upon your acceptance via
the  "Accept"  button  at  the  end  of  this  Agreement  and  at  each stage of
performance hereunder.  These representations and warranties and covenants shall
survive  termination  or  expiration  of  this  Agreement.

13.     INDEMNIFICATION

You  hereby agree to indemnify, defend, and hold harmless us and our Affiliates,
and  their  directors,  officers,  employees,  agents,  shareholders,  partners,
members,  and  other  owners,  against  any  and  all  claims, actions, demands,
liabilities,  losses,  damages,  judgments,  settlements,  costs,  and  expenses
(including  reasonable  attorneys'  or other professionals' fees) (any or all of
the  foregoing  hereinafter  referred to as "Losses") insofar as such Losses (or
actions  in respect thereof) arise out of or are based on (i) any claim that our
use  of  Your  Marks  infringe  on  any  trademark,  trade  name,  service mark,
copyright,  license,  intellectual property, or another proprietary right of any
third  party,  (ii)  any  misrepresentation  of  a representation or warranty or
breach  of  a  covenant  and  agreement  made  by you herein, or (iii) any claim
related  to  your  Associate Site including, without limitation, content therein
not  attributable  to  us.

14.     DISCLAIMERS  AND  LIMITATION  OF  LIABILITY

We  make no express or implied warranties or representations with respect to the
Program  or  any  service,  product  or  other  items  sold through the Program,
including  implied  warranties  of  merchantability,  fitness  for  a particular
purpose  or  freedom  from patent, trademark or copyright infringements, whether
arising  by law, custom or conduct, or as to the accuracy or completeness of the
information  provided  by  us.  In  addition, we make no representation that the
operation  of  Expedia  will  be uninterrupted or error-free, and we will not be
liable  for  the  consequences  of  any  interruptions  or  errors.

WE  WILL  NOT  BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY
LOSS  OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR
THE  PROGRAM,  EVEN  IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, OUR AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE
PROGRAM  WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS
AGREEMENT.  THE  FOREGOING  LIMITATION  SHALL  APPLY  REGARDLESS OF THE CAUSE OF
ACTION  UNDER  WHICH  SUCH  DAMAGES  ARE  SOUGHT.

15.     CONFIDENTIALITY;  MEDIA  COMMUNICATIONS

     15.1     If  you  have entered into a Non-Disclosure Agreement with us, you
agree  that  the  terms  of  that  agreement  shall be deemed to be incorporated
herein.  If  you  have not entered into a Non-Disclosure Agreement with us, then
you  understand  and agree that the following terms and conditions will apply to
certain  information  that  we  may  disclose  to  you  as  a  result  of  your
participation  in  the  Program  information that we consider to be confidential
(the  "Confidential  Information").  For  purposes  of  this Agreement, the term
"Confidential  Information",  shall include, but not be limited to, the terms of
this  Agreement,  any modifications to the terms and provisions of the Agreement
made  specifically  for your Associate Site and not generally available to other
members  of the Program, business and financial information, customer and vendor
lists, and pricing and sales information, concerning us or you, respectively, or
any members of the Program, other than you.  Confidential Information shall also
include  any  information  that  we designate as confidential during the term of
this  Agreement.

     15.2     You  agree  not  to disclose any Confidential Information and that
such  Confidential  Information shall remain strictly confidential and shall not
be  utilized,  directly  or indirectly, by you for your own business purposes or
for  any other purpose except and solely to the extent that any such information
is  generally  known or available to the public or if same is required by law or
legal  process.

16.     INDEPENDENT  INVESTIGATION


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YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS.  YOU  UNDERSTAND  THAT  WE  MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
ENGAGE  IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS  AGREEMENT  OR  OPERATE  WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
ASSOCIATE  SITE.  YOU  HAVE  INDEPENDENTLY  EVALUATED  THE  DESIRABILITY  OF
PARTICIPATING  IN  THE  PROGRAM  AND  ARE  NOT  RELYING  ON  ANY REPRESENTATION,
GUARANTEE,  OR  STATEMENT  OTHER  THAN  AS  SET  FORTH  IN  THIS  AGREEMENT.

17.     GOVERNING  LAW

This  Agreement  will be governed by the laws of the United States and the State
of  Washington, without reference to rules governing choice of laws.  Any action
relating  to  this  Agreement  must  be  brought  in the federal or state courts
located  in  Washington State and you irrevocably consent to the jurisdiction of
such  courts.  If  either  party employs attorneys to enforce any rights arising
out  of or relating to this Agreement, the prevailing party shall be entitled to
recover  reasonable  attorneys'  fees  and costs, including expert witness fees.

18.     ASSIGNABILITY

You may not assign this Agreement, by operation of law or otherwise, without our
prior  written  consent.  Subject  to  that  restriction, this Agreement will be
binding  on  and enforceable against the parties and their respective successors
and  assigns.  This  Agreement is the complete Agreement between the parties and
supersedes  any  prior  oral  or written agreement concerning the subject matter

19.     NO  WAIVER

Our  failure  to  enforce  your  strict  performance  of  any  provision of this
Agreement will not constitute a waiver of our right to subsequently enforce such
a  provision  or  any  other  provision  of  this  Agreement.


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