Exhibit 4.5

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Amended Jan 2003





                                ebookers.com plc





                                      RULES
                                       OF
               THE ebookers.com EXECUTIVE SHARE OPTION SCHEME 1999






                        Directors' Adoption:                 21 October 1999
                        Expiry Date:                         20 October 2009





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RULES OF THE ebookers.com EXECUTIVE SHARE OPTION SCHEME 1999

1        Meanings of Words Used

         In these Rules:

         "Business Day" means a day on which the Nasdaq National Market and the
          Neuer Markt are open for the transaction of business;

         "Company" means ebookers.com plc;

         "Control" has the meaning given to it by Section 840 of the Taxes Act;

         "Date of Grant" means the date on which the Directors resolve to grant
         an Option;

         "Directors" means the board of directors of the Company or a duly
         authorised committee of it;

         "Eligible Employee" means any executive director, employee or class of
         employees of a Participating Company;

         "Holding Company" means a company which is a holding company of the
         Company within the meaning given to it by section 736 of the Companies
         Act 1985;

         "Member of the Group" means:

     the Company; and

     its Subsidiaries from time to time; and

     its Holding Company from time to time;

         "Option" means a right to acquire Shares granted under the Scheme;

         "Optionholder" means a person holding an Option or his personal
         representatives;

         "Option Period" means a period starting on the Date of Grant of an
         Option and ending at the end of the day before the 10th anniversary of
         the Date of Grant or such shorter period as may be specified on the
         Date of Grant;

         "Option Price" means the amount payable for each Share on the exercise
          of an Option calculated as described in Rule 3;

         "Participating Companies" means:

               (i) the Company; and

     any Subsidiary, and any Holding Company which in both cases is designated
by the Directors as a Participating Company;

         "Rules" means these rules as changed from time to time;

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         "Scheme" means this scheme known as "The ebookers.com Executive Share
          Option Scheme 1999";

         "Shares" means fully paid ordinary shares in the capital of the
         Company;

         "Subsidiary" means a company which is a subsidiary of the Company
         within the meaning given to it by Section 736 of the Companies Act
         1985;

         "Taxes Act" means the Income and Corporation Taxes Act 1988.

2        Grant Of Options

2.1      Grant of Options:
         The Directors may grant to any Eligible Employee an Option to acquire
         such number of Shares as they may determine.

2.2      Time when options may be granted
         Options may be granted at any time before the tenth anniversary of the
         adoption of the Scheme by the Directors.

2.3      Conditions on exercise:
2.3.1            When granting an Option, the Directors may make its exercise
                 conditional on the satisfaction of certain Conditions. The
                 Conditions must be objective and specified at the Date of
                 Grant.

2.3.2            The Directors may change or waive the Conditions in accordance
                 with the terms of the Conditions or if events occur which cause
                 the Directors reasonably to consider that:

     the changed Conditions would be a fairer measure of performance and would
be no more difficult to satisfy than the existing Conditions: or

     the existing Conditions should be waived.

2.4      Option Certificates:
         Each Optionholder will receive an option certificate, executed as a
         deed, on or as soon as practicable after the Date of Grant. The
         Directors will set the form of the Option Certificate, but it must be
         consistent with these Rules.

2.5      No Payment:
         Optionholders are not required to pay for the grant of any Option.

2.6      Disclaimer of Option:
         Any Optionholder may disclaim all or part of his Option by notice in
         writing to the Secretary of the Company, within 30 days after the Date
         of Grant. If this happens the Option will be deemed never to have been
         granted under the Scheme. No consideration is payable for the
         disclaimer.

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2.7      Disposal restrictions:
         Except for the transmission of an Option on the death of an
         Optionholder to his personal representatives, neither an Option nor any
         rights in respect of it may be transferred, assigned or otherwise
         disposed of by an Optionholder to any other person.

3        Option Price

3.1      Setting the Price:
         The Directors will set the Option Price and state it at the Date of
         Grant. If the Shares are to be subscribed, the Option Price will be not
         less than the nominal value of a Share.

4        Scheme Limit

4.1      14.5 per cent. 10 year limit:
         The number of Shares which may be allocated under the Scheme on any day
         will not exceed an amount equal to 14.5 per cent. of the ordinary share
         capital of the Company in issue on that day, when added to the total
         number of shares which have been allocated in the previous 10 years
         under the Scheme.

5        Variations In Share Capital

5.1      Adjustment of Options:
         It may happen that there is a variation in the equity share capital of
         the Company, including a capitalisation or rights issue, sub-division,
         consolidation or reduction of share capital. If this happens, the
         Directors may adjust the following in any way (including retrospective
         adjustments):

5.1.1    the number or nominal amount of Shares comprised in each Option; and

5.1.2    the Option Price.

5.2      Nominal Value:
         The Option Price of an Option to acquire Shares may be adjusted to a
         price for each Share less than its nominal value. The Option Price of
         an Option to subscribe for Shares may only be adjusted to a price for
         each Share less than its nominal value, only if the Directors resolve
         to capitalise the reserves of the Company in an amount equal to the
         difference between the adjusted Option Price payable for the Shares to
         be issued on exercise, and the nominal value of such Shares on the date
         of allotment of the Shares.

5.3      Demergers
         Options may also be adjusted as described in Rule 5.1 if the Company
         makes an exempt distribution by virtue of Section 213 of the Taxes Act
         or other distribution in specie including a demerger.

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5.4      Notice:
         The Directors may notify Optionholders of any adjustment made under
         this Rule 5.

6        Exercise And Lapse - General Rules

6.1      Exercise:
         Except where exercise is allowed as described in Rule 7, an Option can
         only be exercised:

6.1.1    on or after the date as may be specified on the Date of Grant; and

6.1.2    so long as the Optionholder is a director or employee of a Member of
         the Group.

6.2      Lapse:
         An Option will lapse on the earliest of:

6.2.1    the date the Optionholder ceases to be a director or employee of a
         Member of the Group, unless any of the provisions in Rule 7 apply; or

6.2.2    the expiry of the Option Period, unless Rule 7.2 applies (death).

         For the purposes of Rule 6.2.1 above:

(i)                      a woman who leaves employment due to pregnancy will be
                         regarded as having left employment on the date on which
                         she indicates that she does not intend to return to
                         work. If there is no such indication she will be
                         regarded as having left employment on the last day on
                         which she is entitled to return to work under the
                         Employment Rights Act 1996 or other relevant national
                         legislation or, if later, any other date specified in
                         her terms of employment;

(ii)                     an Optionholder will not be treated as ceasing to be a
                         director or employee of a Member of the Group if on
                         that date he is employed by another Member of the
                         Group.

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7        Exercise And Lapse - Exceptions to the General Rules

7.1      Cessation of Employment:
7.1.1            If an Optionholder ceases to be a director or an employee of
                 any Member of the Group for any of the reasons set out below,
                 he may exercise his Options within 6 months of such cessation.
                 The Directors may, however, extend this period at their
                 discretion up to the normal date of lapse of the Option under
                 Rule 6.2 above. The reasons are:

(i)                      ill-health, injury, disability or redundancy (within
                         the meaning of the Employment Rights Act 1996) or other
                         applicable legislation; or

(ii)                     retirement following the terms of an Optionholder's
                         contract of employment;

(iii)                    early retirement by agreement with the Optionholder's
                         employer;

(iv)                     the Optionholder's employing company ceasing to be
                         under the Control of the Company;

(v)                      a transfer of the undertaking, or the part of the
                         undertaking in which the Optionholder, works to a
                         person who is neither under the Control of the Company
                         nor a Member of the Group.

                 The Directors may allow an Optionholder who ceases to be a
                 director or an employee of any Member of the Group for any
                 other reason to exercise his options during a period specified
                 by them. This period may, but need not, be the same as the
                 period set out in this Rule 7.1.1.

7.1.2            If an Optionholder elects to resign his position as a director
                 or employee of a Member of the Group all his Options will lapse
                 on the date the Optionholder gives to his employing company
                 notice of his resignation

7.1.3            If an Optionholder ceases to be a director or employee of any
                 Member of the Group for reasons involving misconduct or poor
                 performance all his Options will lapse on the date the
                 directors notify the Optionholder of such cessation. The
                 decision of the Directors on this matter will be conclusive.

7.1.4    To the extent that any Option exercisable under this Rule 7.1

          (ii) cannot be exercised after the end of the Option Period; or

          (iii) is not exercised within the period specified,

          it will lapse at the end of the relevant period.

7.2      Death:
         If an Optionholder dies, his Options may be exercised by his personal
         representatives within one year of his death. To the extent that any
         Option exercisable under this Rule 7.2 is not so exercised, it will
         lapse at the end of the one year period.

7.3      Takeovers:
         It may happen that, as a result of any offer made to the holders of
         Shares, the Directors become aware that the right to cast more than 50
         per cent. of the votes which may ordinarily be cast on a poll at a
         general meeting of the Company has or will become vested in the
         offeror, any company controlled by the offeror and any person
         associated with or acting in concert with the offeror. If this happens,
         the Directors will notify every Optionholder of this within 14 days of
         becoming so aware.

         Each Optionholder will be entitled at any time during the Change of
         Control Period (see below) to exercise those Options, which have vested
         and to exercise 50% of those options which will vest within 2 years of
         the date of change of control. The Options will only lapse at the end
         of the Change of Control Period if the Directors give notice to the
         Optionholder before the end of the Change of Control Period specifying
         that the Options will lapse.

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         "Change of Control Period" means whichever of the two periods set out
         below ends first:

         7.3.1  3 months starting on the later of:

                (i) the date of the Directors' notification under this Rule 7.3,
                    and

                (ii) the date on which the person making the offer obtains
                     Control of the Company.

         7.3.2  21 days starting on the date on which a notice has, or could
                have been given, under Sections 429(1) or (2) and 430A(3) of the
                Companies Act 1985 to or by any member of the Company.

The Directors will, as soon as possible, notify every Optionholder of the last
date of the Change of Control Period.

7.4      Company Reconstructions:

         It may happen that under Section 425 of the Companies Act 1985 a court
         directs that a meeting of the holders of Shares be convened to consider
         a scheme of arrangement involving the reconstruction of the Company or
         its amalgamation with any other company or companies. If this happens:

         7.4.1  Optionholders may conditionally exercise their Options from the
                day on which the court orders a shareholders' meeting to 12 noon
                on the day before the day of that meeting. Any Option not
                exercised by the end of that period will become unexercisable
                and will lapse; and

         7.4.2  the Directors will try to arrange for the proposals relating to
                the holders of the Shares, to apply to each Optionholder who
                will have conditionally exercised his Options before 12 noon on
                the day before the day of the shareholders' meeting.

7.5      Demergers and other significant distributions:

         It may happen that the Directors become aware that the Company is or is
         expected to be affected by any demerger, dividend in specie, super
         dividend or other transaction which, in the opinion of the Directors,
         would affect the current or future value of any Option. If this
         happens, the Directors, may, acting fairly, reasonably and objectively,
         in their discretion, allow some or all Options to be exercised. The
         Directors will specify the period of exercise of such Options and
         whether the Options will lapse at the end of the period. In exercising
         their discretion, the Directors may take into account considerations
         relating to the Company and other Members of the Group, and other
         employees and Optionholders.

         The Directors will notify any Optionholder who is affected by the
         Directors exercising their discretion under this Rule.

7.6      Winding-Up:

         7.6.1  It may happen that notice is duly given to Members of a
                resolution for the voluntary winding-up of the Company. If this
                happens, Options may be exercised until the start of the
                winding-up within the meaning of the Insolvency Act 1986 (but
                the exercise of any Option in these circumstances will be of no
                effect if the resolution is not passed). All Options will lapse
                on a winding-up of the Company unless exercised before the
                winding-up starts.

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         7.6.2  It may happen the Company is wound-up by the court. If this
                happens, Options may be exercised within 2 months after the date
                of the winding-up order. However, the liquidator or the court
                (if appropriate) must authorise the issue of Shares after such
                exercise, and the Optionholder must apply for this authority and
                pay his application costs. Any Options not exercised during the
                2 month period will lapse at the end of the period.

7.7      Overseas transfer:

         It may happen that an Optionholder is transferred to work in another
         country, still continues to hold an office or employment with a Member
         of the Group. and, as a result of that transfer, the Optionholder may
         either:

         7.7.1  suffer a tax disadvantage in relation to his Options (this being
                shown to the satisfaction of the Directors); or

         7.7.2  become subject to restrictions on his ability to exercise his
                Options or to hold or deal in the Shares or the proceeds of the
                sale of the Shares acquired on exercise because of the security
                laws or exchange control laws of the country to which he is
                transferred.

         If this happens, the Optionholder may exercise the Option during the
         period starting 3 months before and ending 3 months after the transfer
         takes place. If he does not exercise his Options, following this Rule,
         the usual exercise Rules will apply to them at the appropriate times.

7.8      Priority:

         If there is any conflict between any of the provisions of Rules 6 and
         7, the provision which results in the shortest exercise period or the
         earliest lapse of the Option or both will prevail.

8        Exercise Of Options

8.1      Exercise:

         An Optionholder can exercise his Option validly only in the way
         described in, and subject to, this Rule 8.

8.2      Manner of Exercise:

         Options must be exercised by notice in writing delivered to the
         Secretary of the Company or other duly appointed agent. The notice of
         exercise of the Option must be completed, signed by the Optionholder or
         by his appointed agent, and must be accompanied by:

         8.2.1  a completed Broker's form; or the relevant option certificate;
                and correct payment in full of the Option Price for the number
                of Shares being acquired.

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8.3      Option Exercise Date:

         8.3.1  Subject to Rule 8.3.2 the Option Exercise Date will be the date
                of receipt by the Secretary of the Company of the documents and
                payment referred to in Rule 8.2

         8.3.2  It may happen that any statute, regulation or code adopted by
                the Company prohibits the exercise of Options, or the Company
                Secretary reasonably believes it so prohibits. If this happens,
                the date of exercise will be either the date described in Rule
                8.3, or, if later, the date when the Optionholder is permitted
                or the Company Secretary believes the Optionholder is permitted
                to exercise an Option. However, this Rule does not extend any
                period in which an Option is exercisable.

8.4      Issue or Transfer:

         Subject to Rule 8.6 (consents):

         8.4.1  Shares to be issued following the exercise of an Option will be
                issued within 30 days of the Option Exercise Date.

         8.4.2  The Directors will procure the transfer of Shares to be
                transferred following the exercise of an Option within 30 days
                of the Option Exercise Date.

8.5      Rights:

         8.5.1  Shares issued on the exercise of an Option will rank equally in
                all respects with the Shares in issue on the date of allotment.
                They will not rank for any rights attaching to Shares by
                reference to a record date preceding the date of allotment.

         8.5.2  Where Shares are to be transferred on the exercise of an Option,
                Optionholders will be entitled to all rights attaching to the
                Shares by reference to a record date on or after the transfer
                date. They will not be entitled to rights before that date.

8.6      Consents:

         All allotments, issues and transfers of Shares will be subject to any
         necessary consents under any relevant enactments or regulations for the
         time being in force in the United Kingdom or elsewhere. The
         Optionholder will be responsible for complying with any requirements to
         be fulfilled in order to obtain or avoid the necessity for any such
         consent.

8.7      Articles of Association:

         Any Shares acquired on the exercise of Options will be subject to the
         Articles of Association of the Company from time to time in force.

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9        General

9.1      Notices:

         Any notice or other document which has to be given under or in
         connection with the Scheme may be delivered to an Optionholder or sent
         by post to him at his home address according to the records of his
         employing company or such other address which the Company considers
         appropriate. Any notice or other document which has to be given to the
         Company under or in connection with the Scheme may be delivered or sent
         by post to it at its registered office (or such other place as the
         Directors may from time to time decide and notify to Optionholders).
         Notices sent by post will be deemed to have been given on the second
         day after the date of posting. However, notices sent by or to an
         Optionholder who is working outside of the UK will be deemed to have
         been given on the seventh day after the date of posting.

9.2      Documents sent to Shareholders:

         The Company may send to Optionholders copies of any documents or
         notices normally sent to the holders of its Shares, at the same time as
         issuing them to the holders of its Shares.

9.3      Availability of Shares:

         The Company will keep available for allotment sufficient unissued
         Shares for all Options under which Shares may be subscribed or will
         procure that sufficient Shares are available for transfer for all
         Options under which Shares may be acquired.

9.4      Directors' Decisions final and binding:

         The decision of the Directors on the interpretation of the Rules or in
         any dispute relating to an Option or matter relating to the Scheme will
         be final and conclusive.

9.5      Costs:

         The Company will pay the costs of introducing and administering the
         Scheme.

9.6      Regulations:

         The Directors have the power from time to time to make or vary
         regulations for the administration and operation of the Scheme but
         these must be consistent with the Rules.

9.7      Terms of Employment:

         Nothing in this Scheme will in any way be construed as imposing on a
         Participating Company a contractual obligation as between the
         Participating Company and an Eligible Employee to offer participating
         in this Scheme.

         Any person who ceases to be an employee of any Member of the Group
         because of dismissal or termination of employment (however caused) or
         who is under notice of termination of employment will in no
         circumstances be entitled to claim any compensation in respect of the
         operation of the Scheme or the provisions of any tax laws. If necessary
         that person's terms of employment will be varied accordingly.

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9.8      Replacement Option certificates:

         If any option certificate is worn out, defaced or lost, the Directors
         may replace it on such conditions as they wish to set. If an Option is
         exercised in part, and the balance remains exercisable, the Directors
         may provide the Optionholder with a balance certificate.

9.9      Employee Trust:

         The Company and any Subsidiary of the Company may provide money to the
         trustee of any trust or any other person to enable them or him to
         acquire shares to be held for the purposes of the Scheme, or enter into
         any guarantee or indemnity for those purposes, to the extent permitted
         by Section 153 of the Companies Act 1985.

9.10     Withholding:

         The Company, any employing company or the trustees of any employee
         benefit trust may withhold any amount and make any such arrangements as
         it considers necessary to meet any liability to taxation or social
         security contributions in respect of Options granted to the
         Optionholder pursuant to this Scheme including, where it is lawful, any
         liability of any employing company for National Insurance Contributions
         arising as a result of exercise of an option. These arrangements may
         include the sale of any Shares on behalf of an Optionholder, unless the
         Optionholder discharges the liability himself.

10       Changing the Scheme and Termination

10.1     Directors' powers:

         The Directors may change the Scheme and the terms of Options as they
         think fit PROVIDED THAT no changes may be made to the Scheme after the
         Inland Revenue Approved Schedule to the Scheme has been approved under
         Parts I, II and IV of Schedule 9 to the Taxes Act which would affect
         the Schedule or any Options granted under it without obtaining the
         prior consent of the Inland Revenue.

10.2     Overseas Employees:

         Notwithstanding any other provision of the Scheme, the Directors may
         amend or add to the provisions of the Scheme and the terms of Options
         as they consider necessary or desirable to take account of, or to
         mitigate, or to comply with relevant overseas taxation, securities or
         exchange control laws, provided that the terms of Options granted to
         such Eligible Employees are not more favourable overall than the terms
         of Options granted to other Eligible Employees.

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10.3     Notice:

         As soon as possible after making any change, the Directors will give
         written notice to any Optionholder affected by the change.

10.4     Termination of the Scheme:

         The Directors may terminate the Scheme at any time. If this is not
         done, the Scheme will terminate on 20 October 2009 but Options granted
         before such termination will continue to be valid and exercisable as
         described in these Rules.

11       Governing Law:

         English law governs the Scheme and all Options and their construction.



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                 ebookers.com Executive Share Option Scheme 1999

                        Inland Revenue Approved Schedule

The Rules of the ebookers.com Executive Share Option Scheme 1999 (the "Main
Scheme") shall apply to Options granted under this Schedule, subject to the
following alterations:

1    Definitions

     The following definitions replace the definitions given for the same terms
     in the Main Scheme.

     "Eligible Employee" means any person who either is an employee of a
     Participating Company, or is a director of a Participating Company who is
     required, under the terms of his of office or employment with a
     Participating Company, to devote not less than 25 hours a week excluding
     meal breaks and, in either case, is not excluded from participation in the
     Scheme because of paragraph 8 of Schedule 9 to the Taxes Act (material
     interest provisions);

     "Participating Companies" means

  the Company; and

  any Subsidiary, and any other company which is permitted by the Inland Revenue
to participate in the Scheme, and which in both cases is designated by the
Directors as a Participating Company;

     "Shares" means fully paid ordinary shares in the capital of the Company,
     which comply with the requirements of paragraphs 10 to 14 (inclusive) of
     Schedule 9 to the Taxes Act;

     "Subsidiary" means a company which is :

   a subsidiary of the Company within the meaning given to it by Section 736 of
the Companies Act 1985; and

   under the Control of the Company

2    Grant of Options

     This paragraph 2 applies in addition to the Main Scheme.

     In respect of the first operation of the Scheme no Options shall be granted
     under this Schedule until it has been approved by the Inland Revenue.

3    Option Price

3.1  Setting the Price

     This sub-paragraph 3.1 replaces Rule 3.1 of the Main Scheme.

     The Directors will set the Option Price and state it at the Date of Grant.
     The Option Price will be:

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     3.1.1  not less than the Market Value of a Share on the Date of Grant or
            such other date as may be agreed in advance with the Inland Revenue;
            and

     3.1.2  if the Shares are to be subscribed, not less than the nominal value
            of a Share.

3.2  Market value

     This sub-paragraph 3.2 applies in addition to the Main Scheme.

     "Market Value" on any particular day means:

     3.2.1  where Shares of the same class are not quoted on the London Stock
            Exchange or the New York Stock Exchange, the market value of a share
            calculated as described in Part VIII of the Taxation of Chargeable
            Gains Act 1992 and agreed in advance with the Shares Valuation
            Division of the Inland Revenue; and

     3.2.2  where Shares of the same class are so listed, the average of the
            middle market quotations derived from the daily list on the three
            immediately preceding Business Days.

4    Revenue approval

     This paragraph 4 applies in addition to the Main Scheme.

     For the purposes of this Schedule and Options granted under this Schedule,
     no change to the Scheme made after it has been approved under Parts I, II
     and IV of Schedule 9 to the Taxes Act will have effect until such change is
     approved by the Inland Revenue.

5    Conditions on exercise

     This paragraph 5 applies in addition to the Main Scheme.

     Any conditions must be set out in documentation which documentation is
     approved in advance by the Inland Revenue.

     No Options may be granted to or exercised by any person at any time when he
     has, or has within the preceding 12 months had, a material interest for the
     purposes of paragraph 8 of Schedule 9 to the Taxes Act 1988.

6    Revenue limit

     This paragraph 6 applies in addition to the Main Scheme.

6.1  Limit:

     The Directors may not grant an Option to an Eligible Employee which would
     cause the market value of the Shares subject to the Option to exceed the
     amount permitted under paragraph 28(1) of Schedule 9 to the Taxes Act
     (currently (pound)30,000). When considering whether this amount has been
     reached the Directors must take into account the market value of Shares
     subject to the Option which they intend to grant him, as well as the market
     value of shares which he may acquire on exercising his Options under the
     Scheme or his options under any other Inland Revenue approved scheme
     established by the Company or by any of its associated companies (as
     defined in Section 187 of the Taxes Act) but shall exclude options granted
     under a scheme approved under Part III of Schedule 9 to the Taxes Act.

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6.2  Administrative errors:

     If the Directors try to grant an Option which is inconsistent with
     sub-paragraph 6.1, the Option will be limited and will take effect from the
     Date of Grant on a basis consistent with sub-paragraph 6.1.

7    Adjustment of Options

     This paragraph amends Rule 5 of the Main Scheme.

7.1  Adjustment:

     No adjustment of Options may be made under Rule 5 of the Main Scheme
     without the prior approval of the Inland Revenue.

7.2  Demergers:

     Rule 5.3 of the Main Scheme shall not apply to Options granted under this
     Schedule.

8    Amending the Scheme

     This paragraph amends Rule 10.2 of the Main Scheme.

8.1  Overseas Employees:

     Rule 10.2 of the Main Scheme shall not apply to this Schedule or to Options
     granted under this Schedule.