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                                                                    EXHIBIT 10.5

                        WORLDTRAVEL TECHNOLOGIES, L.L.C.
                   SERVICE BUREAU SOFTWARE SERVICES AGREEMENT


         This Service Bureau Software Services 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 "User").

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      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      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.

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

         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      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.

         1.6      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, in object code
                  only, and related documentation which are sold by a specific
                  product name.

         1.8      Qualified Transactions - All ticketed reservations less voids
                  reported from WTP's back office accounting system.



[*]  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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         1.9      Service Bureau - Computer facility located at WTT's Dallas
                  office, or other facilities from time to time as designated by
                  WTT, from which WTT, through its Travel Technologies Group
                  division ("TTG") will provide Services and data information to
                  the WTP.

         1.10     Services - Those services listed in Exhibit A.

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

         1.12     Software Release - A complete or partial delivery of Software
                  implemented at WTT's discretion on the servers which reside at
                  the WTT Dallas facility or such other facility as designated
                  by WTT from time to time.

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

2.       SCOPE OF SERVICES

         2.1      The Software will run and reside at the WTT service bureau
                  offices located at 7557 Rambler Road, Dallas, TX 75231, or
                  such 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). WTT will compile the data and forward it to a
                  person designated by WTP on a monthly basis.

         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 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 and new Products, WTT agrees that all such
                  Modifications shall first be made available to WTP and then
                  the Modification(s) may be made available to all other Users
                  of the Software unless such Modifications or new Products were
                  funded by a third party who paid for such development. All
                  Modifications and new Products offered to other 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.

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         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, in accordance with the provisions of
                  Section 10.

         2.6      WTP shall run all Qualified Transactions through the Service
                  Bureau. WTT shall have the right to audit WTP's division
                  financial statements for discrepancies.

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 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. WTP is specifically prohibited from reselling or
                  sublicensing the Products or establishing its own Service
                  Bureau without the prior written consent of WTT, except as set
                  forth in a separate agreement between the parties'
                  subsidiaries, Travel Technologies Group LLC, and WorldTravel
                  Partners Affiliates, Inc. 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.

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         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 of expense
                  (including court costs and reasonable attorneys fees) arising
                  out of the Services provided and the data compiled hereunder.

4.       PRICING AND PAYMENT

         4.1      The fees for the Services provided pursuant to this Agreement
                  are set forth in Section 4.3 below. All payments will be made
                  within thirty (30) days of receipt of invoice in immediately
                  available U.S. Dollars without withholding, deduction or
                  offset and regardless of whether WTP collects any fees from
                  its customers. WTP shall pay interest on all 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 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 the 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      For the term of this Agreement, WTP shall pay WTT [*] per
                  Qualified Transaction in accordance with Exhibit A. This fee
                  does not cover



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                  Meeting Assist, which is priced separately as outlined in
                  Exhibit A. WTP shall run all Qualified Transactions through
                  WTT in accordance with the licenses granted under this
                  Agreement for as long as WTT is offering such Products. WTT
                  will not discontinue any Products licensed hereunder without
                  WTP's consent. If WTT discontinues a Product, then the cost
                  per transaction listed herein shall be adjusted to reflect a
                  pro rata reduction.

         4.4      Should third party CRS access fees change so that WTT would
                  suffer increased costs in providing the Services hereunder,
                  the parties shall renegotiate the financial and/or services
                  terms of this Agreement in accordance with the provisions of
                  Section 7.6.

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 defect arising from or based upon any cause beyond
                  the control of WTT.

         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.

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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, or (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 OFS
                  Service Bureau/ OutsourcingAgreement.

         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 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) 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


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                  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 the data
                  compilation 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 a data compilation 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 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 the provisions of 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      WTP 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) six 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


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                  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
                           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
                  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


<PAGE>   9

                  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.

         8.3      During the term of this Agreement, unless requested by WTP,
                  WTT will not sell or license any Services or Products directly
                  to WTP's Customers receiving travel management Services
                  without giving notice to WTP and sharing equally with WTP any
                  profits received.

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 specified
                  in this Agreement.

                  WTT Designee:     WTT 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:

                           WTT:   Steve Reynolds

                           WTP:   W. Thomas Barahm

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

<PAGE>   10

         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 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


<PAGE>   11

                  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.

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

<PAGE>   12

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


                         (SIGNATURES ON FOLLOWING PAGE)

<PAGE>   13




         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>   14

                      EXHIBIT A: SERVICES BUREAU SERVICES

CoRRe:  an acronym for Centrally Oriented ResReview Edition is a quality control
robot running a series of tests against record files stored in an automated
reservation system. It also consists of the following modules:

QualityCheck: allows you to define QC checks and comprehensive "PNR routines"
for reservation completion, error identification and/or correction;

SeatFinder: assures you that the best possible seat is offered, based on the
passengers' preference;

FareFinder: assures that the lowest possible fare is offered on the request or
alternate itinerary;

Clearance: repeatedly attempts to clear previously waitlisted flights and fares;

UpGrade: automatically moves your frequently flyers into first or business class
in compliance with airline and CRS rules;


ForeCast: a complete pre-trip report library and report generator
which lets you create customized reports for your customers.
Now they can act before travel                              $[*]/Transaction

ResAssist is a corporate Self Reservation system based on
internet technology. It enables flight, hotel and car reservation
with automatic pricing. It enables preferred vendor displays and
policy control.                                             $[*]/Transaction

MeetingsAssist(1) is a Group and Meetings Management software
Product suite for planning and managing corporate meetings.

Other Services: Technical Sales Support and Collateral
Technical Consulting to Corporations Product Expertise at
Service Bureau Tradeshow Support ACTW and NBTA
Marketing Benefits of Technology.                           $[*]/Transaction

LICENSES

Highlighter                                                 $[*]/Transaction
SW Direct                                                   $[*]/Transaction
Profile Management                                          $[*]/Transaction


                                                            $[*]/Transaction

-----------
(1) MeetingsAssist support and or hosting will be billed at [*]. The license
fee is covered in the Transaction pricing above, but not support or hosting
fees.


<PAGE>   15



                              EXHIBIT B: LICENSES

EncoRRE1.1

CoRRe 2.3

ResAssist 5.0

ProfileSync 1.1

Infosync 1.1

MeetingsAssist 2.2


CRS Screen Highlighter 4.52

SW Direct