Exhibit 4.14



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DATED       20 January 2003








                                (1) ebookers plc

                                     - and -

                                (2) Sanjiv Talwar


              ----------------------------------------------------

                              COMPROMISE AGREEMENT

              ----------------------------------------------------





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<TABLE>
<CAPTION>

                                    CONTENTS

<S>                                                                                                          <C>
1.  INTERPRETATION............................................................................................1

2.  SEVERANCE PAYMENT AND CONTINUING BENEFITS.................................................................2

3.  SHARE OPTIONS.............................................................................................3

4.  RESIGNATION OF DIRECTOR...................................................................................3

5.  REASONABLE ASSISTANCE.....................................................................................4

6.  LEGAL EXPENSES............................................................................................4

7.  WARRANTIES................................................................................................5

8.  TAX INDEMNITY.............................................................................................5

9.  CONFIDENTIALITY...........................................................................................5

10. COMPANY PROPERTY..........................................................................................5

11. CLAIMS AGAINST THE COMPANY................................................................................6

12. DIRECTORS AND OFFICERS LIABILITY INSURANCE................................................................9

13. WHOLE AGREEMENT...........................................................................................9

14. THIRD PARTY RIGHTS.......................................................................................10

15. HEADINGS.................................................................................................11
</TABLE>


<PAGE>
THIS AGREEMENT is made on                                        20 January 2003

BETWEEN

(1)  ebookers plc (No 3818962) whose registered office is at 25 Farringdon
     Street, London EC4A 4AB ("Company"); and

(2)  Sanjiv Talwar of 8 Altior Court, 74 Shepherds Hill, Highgate N6 5RJ
     ("Director")

BACKGROUND

1.       The Director is employed under the terms of the Service Agreement.

2.       The Director's employment with the Company will terminate on the
         Termination Date.

3.       The Company is entering into this agreement for itself and as agent for
         all its Associated Companies and is duly authorised in that behalf.

IT IS AGREED

1.       INTERPRETATION

    In this agreement:

         "Additional Tax"                   means further income tax,
                                            national insurance contributions,
                                            interest and/or penalties thereon
                                            arising in respect of the payments
                                            made and benefits provided under
                                            this agreement, other than the
                                            income tax deducted under clause 2
                                            below.

         "Associated Company"               means a company in which
                                            the Company or any Holding Company
                                            or Subsidiary Company is directly or
                                            indirectly beneficially interested
                                            in 10 % (ten per cent) or more of
                                            that company's issued ordinary share
                                            capital. "Holding Company" and
                                            "Subsidiary Company" have the
                                            meanings defined by section 736 of
                                            the Companies Act 1985 (or any
                                            statutory modification or
                                            re-enactment of that Act).

         "Board of Directors"               means the board of directors of the
                                            Company from time to time

         "Service Agreement "               means the undated contract between
                                            the Director and the Company signed
                                            by the  Director and Dinesh Dhamija


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         "PAYE Regulations"                 means the Income Tax (Employment)
                                            Regulations 1993 (as amended,
                                            extended or replaced from time to
                                            time).

         "Termination Date"                 means 20 January 2003.

         "Share Option Agreement"           means the Option Agreement between
                                            ebookers.com plc and Sanjiv Talwar
                                            dated 21 October 1999.

2.  OUTSTANDING SALARY/HOLIDAY PAY/BONUS, EXPENSES, SEVERANCE PAYMENT AND
    CONTINUING BENEFITS

    Subject to the Director's compliance with all obligations imposed by virtue
    of this agreement and in full and final settlement of the claims set out in
    clause 11.1 and 11.2 below, the Company shall, as compensation for loss of
    employment but without admission of liability

         2.1  Outstanding salary, holiday pay and bonus

                  Pay to the Director within 14 days of the date of this
                  agreement the gross sum of (pound)25,036 which is comprised
                  of: (pound)8,100 accrued salary; (pound)736 accrued holiday
                  pay; (pound)16,200 bonus payment in respect of the China
                  Project. The Company shall deduct from the gross sum of
                  (pound)25,036 income tax and national insurance contributions
                  as required by the Inland Revenue or other statutory body as
                  required by law.

         2.2      Expenses

                  Pay to the Director within 14 days of the date of this
                  agreement the sum of (pound)1,850 in respect of expenses owing
                  to the Director.

         2.3      Severance Payment

                  Pay to the Director within 14 days of the date of this
                  agreement an ex gratia payment of (pound)68,765 ("Severance
                  Payment"). It is the understanding of the parties to this
                  agreement that the first (pound)30,000 of the Severance
                  Payment may be paid free of income tax and national insurance
                  contributions. The Company shall deduct form the Severance
                  Payment basic rate income tax and national insurance
                  contributions on the balance in excess of (pound)30,000 and
                  will account for the same to the Inland Revenue or other
                  statutory authority as required by law.


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         2.4      Private Medical Insurance

                  Until 31 May 2003 or until the Director takes up full time
                  employment with another employer, whichever is the sooner,
                  continue to provide for the benefit of the Director private
                  medical insurance with the Norwich Union including cover for
                  the Director's spouse/family on the same terms and conditions
                  as applied immediately prior to the Termination Date.

         2.5      Bonus

                  The Remuneration Committee of the Company shall meet in March
                  2003 to consider payment of a bonus to its executive
                  directors, including the Director, to a value of up to 5% of
                  salary in respect of the financial year 2002-2003. Payment of
                  a bonus to the Director shall be determined at the absolute
                  discretion of the Remuneration Committee. The Company shall
                  deduct from any monies paid to the Director any income tax and
                  national insurance contributions required by the Inland
                  Revenue or other statutory authority as required by law.

         2.6      Any further liability in respect of Additional Tax due on the
                  Severance Payment and any other benefits pursuant to this
                  agreement shall be the Directors' alone.

3.       SHARE OPTIONS

          3.1  The Company confirms that all the remaining share options granted
               to the Director on 3 April 1999 pursuant to the Share Option
               Agreement have become fully and unconditionally vested in the
               Director and may be exercised by him under Clause 6.1.2 of the
               Share Option Agreement at any time on or before 2 April 2009,
               subject to the rules of the Share Option Agreement.

          3.2  The Company hereby confirms that it has waived the requirement
               under Clause 6.1.2 for the Director to give "notice in writing"
               to the Members of the Group (as defined by the Share Option
               Agreement) by which he is employed of his ceasing to be a
               director or employee.

          3.3  The Company also confirms that in the event of a variation in the
               equity share capital of the Company the directors of the Company
               will exercise their discretion (pursuant to Clause 4.1 of the
               Share Option Agreement) to adjust the number or nominal amount of
               Shares comprised in each Option and/or the option price in such a
               way as in the opinion of the directors is fair and reasonable to
               take account of the effect of such variation on the Option. The
               exercise of the discretion shall be subject to clause 4.2 of the
               Share Option Agreement. For the avoidance of doubt, variation in
               the equity share capital refers, for example, to share split or
               consolidation, bonus issues of shares etc. Variation in the
               equity share capital does not refer to, for example, issue of
               shares on acquisitions, exercise of options etc.

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3.4               For the avoidance of doubt the Company also confirms that it
                  will use its best endeavours to provide the Director with
                  prompt assistance in, itself or through outsourced agents,
                  executing the share sale certificate(s) and in having the
                  shares listed with the listing authority.

4.       RESIGNATION OF DIRECTOR

         4.1      The Director shall with effect from 20 January 2003 resign as
                  a director of the Company and any of its Associated Companies
                  by signing the letter of resignation attached to this
                  agreement at Schedule 2, which shall be deemed to have been
                  delivered to the Company and the relevant Associated Companies
                  as at the date of this agreement.

         4.2      The Director shall immediately do all such acts and things as
                  the Company may require to effect the resignation from other
                  offices with the Company or any of its Associated Companies or
                  which the Director held by reason of employment by the Company
                  including (but without prejudice to the generality of the
                  above) any trusteeships.

         4.3      Having resigned as a director of the Company and from such
                  other offices which the Director holds with any Associated
                  Company the Director will not represent or suggest in any way
                  any continued authority in respect of or in connection to the
                  Company or any Associated Company

5.      REASONABLE ASSISTANCE

    Up to 31 May 2003 the Director agrees to provide reasonable assistance to
    the Company in connection with queries arising in respect of his former
    duties as Managing Director, at reasonable notice, given by a Board director
    of the Company. It is agreed by the Company that if the Director is out of
    the country when assistance is required he will not be expected to return to
    the UK in order to provide the assistance, but shall be required to provide
    assistance to an equivalent standard and timing by way of telephone or other
    means of communication. The Company will also reimburse the Director for any
    reasonable out of pocket expenses incurred by him in providing the
    assistance, subject to those expenses being agreed in advance by a director
    of the Company.

6.       LEGAL EXPENSES

    The Company shall on the production of an appropriate copy VAT invoice
    addressed to the Director for payment by the Company, pay to the Director's
    relevant independent adviser as referred to in clause 11.4 below (within 30
    days of the receipt of the copy VAT invoice) the Director's legal expenses
    relating exclusively to the negotiation and preparation of this agreement,

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    of (pound)2,736 plus VAT. Payment will be made direct to the Director's
    legal advisers.

7.       WARRANTIES

         7.1      The Director warrants to the Company that as of the date of
                  this agreement the Director has not commenced employment and
                  has not agreed to accept nor received any offer of employment
                  from any person firm or company, the expression "employment"
                  for the purpose of this clause to include any contract of
                  service, any contract for services, any partnership or agency
                  agreement.

         7.2      The Director warrants to the Company that as far as the
                  Director is aware there is not in existence at the date of
                  this agreement any material fact concerning the performance of
                  the Service Agreement or otherwise relating to the business of
                  the Company or any breach of any material term (express or
                  implied) of the Service Agreement which has not been disclosed
                  to the Board.

8.       TAX INDEMNITY

    The Director undertakes that if the Company or any of its Associated
    Companies is called upon to account to the Inland Revenue to pay any
    Additional Tax the Director will, at the written request of such company,
    immediately pay to such company an amount equal to the Additional Tax (on an
    after-tax basis), provided always the company has notified the Director as
    soon as reasonably practicable after it becomes aware of any claim for
    Additional Tax being raised by the Inland Revenue.

9.       CONFIDENTIALITY

         9.1      The Director undertakes that the Director will not, whether
                  directly or indirectly, make, publish or otherwise communicate
                  any disparaging or derogatory statements, whether in writing
                  or otherwise, concerning the Company or any of its Associated
                  Companies or any of its or their officers or directors.

9.2 The Director agrees to keep the terms on which the Director's employment is
terminated strictly confidential and agrees not to disclose, communicate or
otherwise make public the same to anyone (save to the Director's immediate
family, professional advisers and the relevant tax authorities and otherwise as
may be required to be disclosed by law).

10.      COMPANY PROPERTY

    The Director undertakes that all property, equipment, records,
    correspondence, documents, files and other information (whether originals,

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    copies or extracts or in any electronic format) belonging to the Company or
    any of its Associated Companies (other than as specified in this agreement)
    has been returned by 20 January 2003 and that the Director has not retained
    any copies.

         10.1     The Director will however, be entitled to retain his Company
                  Laptop Computer and mobile phone and use of his current mobile
                  phone number for consideration of (pound)1,000. This sum has
                  already been deducted from the Severance Payment. In relation
                  to the mobile phone, there shall be a period of approximately
                  (but not limited to) one month from the Termination Date
                  whilst arrangements are made for the mobile phone to be
                  transferred to the Director ("Handover Period"). During this
                  Handover Period, the Director shall reimburse the Company for
                  all costs associated with the mobile phone to include, but not
                  be limited to, insurance, line rental and phone calls within
                  30 days of receiving notice from the Company of the amounts
                  due. The Director shall complete all paperwork required for
                  transfer of the mobile phone to him, and if he does not do so
                  within 14 days of this being forwarded to him the Company
                  shall place a bar on use of the phone. The Director agrees to
                  allow a representative of the Company to access the laptop
                  computer during the week commencing 20 January 2003 to remove
                  all records, correspondence, documents, files and other
                  information belonging to the Company or any of its Associated
                  companies. The Director undertakes he shall not retain any
                  copies of any such records, correspondence, documents, files
                  and other information belonging the to the Company or any of
                  its Associated companies contained on the laptop computer.

11.      CLAIMS AGAINST THE COMPANY

         11.1     The Director believes that but for this agreement he could
                  bring proceedings against the Company, its Associated
                  Companies, and its/their respective shareholders, officers or
                  directors for the contractual and statutory claims listed
                  below:

                  11.1.1    wrongful dismissal; and

                  11.1.2    breach of contract; and


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                  11.1.3    unlawful deduction of wages under the Employment
                            Rights Act 1996 (as amended) ("ERA"); and

                  11.1.4    unfair dismissal under the ERA; and

                  11.1.5  unlawful discrimination on grounds of sex or marital
                          status (including for the avoidance of doubt
                          victimisation) under the Sex Discrimination Act 1975
                          (as amended) ("SDA"); and

                  11.1.6  unlawful discrimination on grounds of race, colour,
                          ethnic or national origins, nationality (including for
                          the avoidance of doubt victimisation) under the Race
                          Relations Act 1976 (as amended) ("RRA"); and

                  11.1.7  unlawful discrimination on grounds of disability
                          (including for the avoidance of doubt victimisation)
                          under the Disability Discrimination Act 1995 (as
                          amended) ("DDA"); and

                  11.1.8  under the Equal Pay Act 1970 (as amended) ("EPA"); and

                  11.1.9  under the Trade Union and Labour Relations
                          (Consolidation) Act 1992 ("TULR(C)A"); and

                  11.1.10 under the National Minimum Wage Act 1998 ("NMWA"); and

                  11.1.11 under the Transfer of Undertaking (Protection of
                          Employment) Regulations 1981 ("TUPE"); and

                  11.1.12 under the Working Time Regulations 1998 ("WTR"); and

                  11.1.13 under the Transnational Information and Consultation
                          of Director Regulations 1999 ("TICER"); and

                  11.1.14 under the Part-Time Workers (Prevention of Less
                          Favourable Treatment) Regulations 2000 ("PTWR"); and

                  11.1.15 under the  Fixed-Term  Directors  Regulations
                          (Prevention of Less  Favourable  Treatment)
                          Regulations  2002 ("FTER"); and


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                  11.1.16 under the Treaty of Amsterdam.

         11.2     The terms of this agreement are reached without admission of
                  liability and are in full and final settlement of all claims
                  (if any) whether contractual, statutory or otherwise and
                  whether under United Kingdom and/or European Union law
                  (including but not limited o the Director's claims under
                  clause 11.1 above) which the Director has or may have against
                  the Company or any of its Associated Companies or their
                  respective shareholders, officers or directors arising out of
                  or in connection with the Director's employment or its
                  termination.

         11.3     The Director represents and warrants that the claims listed at
                  clause 11.1 include all of the complaints, claims and concerns
                  which with the benefit of legal advice the Director believes
                  that he has against the Company or any of its Associated
                  Companies or their respective shareholders, officers or
                  directors arising out of the Director's employment under the
                  Directors Service Agreement or any act or omission relating to
                  the Director's employment or relating to, arising out of or
                  connected to the manner of its termination.

         11.4     The Director represents and warrants that:

                  11.4.1  the Director has received independent legal advice
                          from a relevant independent adviser as to the terms
                          and effect of this agreement and in particular its
                          effect on the Director's ability to pursue statutory
                          rights before an employment tribunal. The name of the
                          relevant independent adviser who has so advised the
                          Director is Howard Hymanson of Pritchard Englefield of
                          14 New Street, London EC2M HE and the Director further
                          agrees that he will procure that the relevant
                          independent adviser completes and returns to the
                          Company the endorsement annexed to this agreement at
                          schedule 1; and

                  11.4.2  the Director is advised by the relevant independent
                          adviser that there is in force and was, at the time
                          the Director received the advice referred to above a
                          contract of insurance, or an indemnity provided for
                          members of a profession or professional body, covering
                          the risk of a claim by the Director in respect of loss
                          arising in consequence of that advice; and

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                  11.4.3  the Director has not issued proceedings before the
                          employment tribunals, High Court or County Court in
                          respect of any claim in connection with the Service
                          Agreement or its termination and the Director
                          undertakes that no proceedings have been or will be
                          issued in connection with the same and if such
                          proceedings are issued the Director accepts and agrees
                          that all monies paid to the Director under this
                          agreement will be repayable to the Company, as a debt
                          and upon demand; and

                  11.4.4  as at the date of this agreement, the Director is not
                          aware of any facts or matters which might give rise to
                          a claim for personal injury against the Company or any
                          of its Associated Companies.

         11.5     The Company and the Director agree and acknowledge that the
                  conditions regulating compromise agreements and to compromise
                  contracts contained in the ERA, the SDA, the RRA, the DDA, the
                  NMWA and in any other act or statutory instrument referred to
                  in clause 11.1 above are intended to be and have been
                  satisfied.

         11.6     The Director shall indemnify the Company in full and keep the
                  Company fully indemnified for and against all and any claims,
                  demands, judgements, orders, liabilities, damages, expenses or
                  costs (including without limitation all reasonable legal and
                  professional fees and disbursements together with VAT thereon)
                  incurred by the Company arising out of or in connection with
                  any breach by the Director of the warranties in this clause
                  11.

12.      DIRECTORS AND OFFICERS LIABILITY INSURANCE

    Subject to a Directors' and Officers' Liability insurance policy (covering
    claims against directors of the Company and any Associated company) being in
    place for the Company, the Company shall maintain in force on a continuing
    basis Directors' and Officers' Liability insurance providing the Director
    with not less than the level of cover currently in force in order to protect
    the director from claims in respect of the period during which he was a
    director of the Company and any Associated Company. This policy shall be
    maintained in force for a period of not less than 6 years from the
    termination date save in respect of any alterations to the policy as may be
    required by the underwriter of the policy.

13.      WHOLE AGREEMENT

    This agreement sets out the entire agreement between the parties and
    supersedes all prior discussions between them or their advisors and all


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    statements, representations, terms and conditions, warranties, guarantees,
    proposals, communications, and understandings whenever given and whether
    orally or in writing.

14.      THIRD PARTY RIGHTS

Nothing in this agreement confers on any third party any benefits under the
provisions of the Contracts (Rights of Third Parties) Act 1999.



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15.      HEADINGS

    The headings to clauses in this agreement are for convenience only and have
no legal effect.




SIGNED   /S/DINESH DHAMIJA
.................................................................................

         For and on behalf of ebookers plc




SIGNED   /S/SANJIV TALWAR
.................................

        Mr Sanjiv Talwar



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                                   SCHEDULE 1

INDEPENDENT ADVISER'S ENDORSEMENT ADDRESSED TO THE BOARD OF DIRECTORS OF THE
COMPANY

I, Howard Hymanson of Pritchard Englefield of 14 New Street, London EC2M 4HE
confirm that I have given independent legal advice to Sanjiv Talwar of 8 Altior
Court, 74 Shepherds Hill, Highgate, N6 5RJ as to the terms and effect of the
above Agreement and in particular its effect on Mr Talwar's ability to pursue
his rights before an employment tribunal.

I confirm that I am a "relevant independent adviser" (as such term is defined in
section 203 of the Employment Rights Act 1996) and that there is and was at the
time I gave the advice referred to above in force a contract of insurance, or an
indemnity provided for members of a profession or professional body, covering
the risk of a claim by Sanjiv Talwar in respect of any loss arising in
consequence of that advice.




SIGNED   /S/HOWARD HYMANSON
.................................................................................

        Howard Hymanson


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                                   Schedule 2

                              Letter of Resignation



Private and confidential

The Directors
Ebookers plc
25 Farringdon Street
London
EC4 4AB


20 January 2003


Dear Sirs

Please accept this letter as formal notice of my resignation as a Director of
the Company and each of its direct and indirect subsidiaries of which I am a
Director. My resignation is to be effective at close of business on 20 January
2003.

Please arrange for particulars of my resignation to be filed with the Registrar
of Companies and given to the London Stock Exchange.

Yours faithfully