Exhibit 4.15




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                              Dated 21 January 2003

                THE SEVERAL PERSONS NAMED IN PART 1 OF SCHEDULE 1

                                       and

                               PETER ANTHONY WADE

                                       and

                                  3i GROUP PLC

                                       and

                                  EBOOKERS PLC

                            SHARE PURCHASE AGREEMENT

                        relating to the sale and purchase
                   of the whole of the issued share capital of


                           Travelbag Holdings Limited


One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222


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Agreement for Purchase of Shares
This Agreement is made on 21 January 2003 between:

(1)  THE SEVERAL PERSONS named in Part 1 of Schedule 1 (the "Vendors", which
     expression shall include the legal personal representatives of any such
     persons);

(2)  PETER ANTHONY WADE of 3 Belmore Terrace, Sunshine Beach, Noosa, Australia
     ("PW");

(3)  3i GROUP PLC, a company incorporated in England and Wales (registered No.
     01442830) whose registered office is at 91 Waterloo Road, London SE1 8XP
     ("3i"); and

(4)  EBOOKERS PLC, a company incorporated in England and Wales (registered No.
     3818962) whose registered office is at 25 Farringdon Street, London EC4A
     4AB (the "Purchaser").

Whereas:

(A)      The Vendors and 3i wish to sell the Shares (as defined below) and the
         Purchaser wishes to purchase the Shares on and subject to the terms of
         this Agreement.

(B)      The Purchaser has offered all the Vendors and 3i the opportunity to
         receive, as part of the consideration for the sale of their Shares,
         ordinary shares in the capital of the Purchaser and this Agreement
         reflects the extent to which the Vendors and 3i have elected to receive
         such shares.

It is agreed as follows:

1        Interpretation

         In this Agreement, unless the context otherwise requires, the
         provisions in this Clause 1 apply:

1.1      Definitions

         "3i Group" means 3i, any subsidiary of 3i and any company of which 3i
         is a subsidiary and any entity or investment vehicle formed or
         incorporated in any jurisdiction, including a partnership in which 3i
         or any subsidiary of 3i has a majority economic interest or which is
         managed by 3i or any subsidiary of 3i;

         "ABTA" means Association of British Travel Agents;

         "agreed terms" means, in relation to a document, such document in the
         terms agreed between the parties and signed for identification by or on
         behalf of the Purchaser's Solicitors and the Vendors' Solicitors with
         such alterations as may be agreed in writing between the parties from
         time to time for any reason including, without limitation, to take
         account of any changes between the date of this Agreement and
         Completion;

         "ATOL" means an air transport operator's licence granted by the CAA:

         "Audited Accounts" means the audited accounts of the Company and of
         each of the Subsidiaries and the audited consolidated group accounts of
         the Group for the financial period ended on the Balance Sheet Date;


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         "A Ordinary Shares" means the 1,392,388 A shares of(pound)1.00 each in
         the capital of the Company;

         "B Ordinary Shares" means the 1,107,314 B shares of(pound)1.00 each in
         the capital of the Company;

         "Balance Sheet Date" means 31 October 2002;

         "Business Day" means a day on which banks are open for business in
         London (excluding Saturdays, Sundays and public holidays);

         "CAA" means Civil Aviation Authority;

         "Company" means Travelbag Holdings Limited, details of which are
         contained in Part 3 of Schedule 1;

         "CHAPS" means clearing houses automated payment systems;

         "Completion" means the completion of the sale and purchase of the
          Shares pursuant to Clause 6;

         "Completion Amount" has the meaning given in Clause 3.1;

         "Confidentiality Agreement" means the agreement dated 18 September 2002
         between the Purchaser (1) and the Company (2), and the relevant
         provisions of the offer letter dated 9 December 2002 between the
         Purchaser (1) and the Company (2), (in the event of conflict the offer
         letter will prevail);

         "Consideration Shares" means such number of ordinary shares of 14p each
         in the capital of the Purchaser to be allotted and issued by the
         Purchaser credited as fully paid as consideration as is determined
         pursuant to Clause 3;

         "Covenantors" bears the meaning given to it in the Tax Deed of
         Covenant;

         "Deferred Completion Date" means the new date fixed for Completion
         pursuant to Clause 6.4.1(ii);

         "Deferred Shares" means 4,209,750 deferred shares of (pound)1.00 each
         in the capital of the Company allotted in accordance with Clause 5.3;

         "Disclosure Letter" means the letter of even date with this Agreement
          from the Warrantors to the Purchaser disclosing:

          (i)  information constituting exceptions to the Warranties; and

          (ii) details of other matters referred to in this Agreement;

         "Document Index" means the index of documents attached to the
         Disclosure Letter;

         "Encumbrance" means any claim, charge, mortgage, security, lien,
         option, equity, power of sale, hypothecation or other third party
         rights, retention of title, right of pre-emption, right of first
         refusal or security interest of any kind;

         "EVBG" means Evolution Beeson Gregory Limited;

         "Facility Agreement" means the facilities agreement of even date with
         this Agreement between Barclays Bank PLC (1) and the Purchaser (2);

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         "Group" or "Group Companies" means the Company and the Subsidiaries and
         "Group Company" means any one of them;

         "IATA" means International Air Transport Association;

         "Information Technology" means all computer systems, communications
         systems, software and hardware owned, used or licensed by or to any
         Group Company;

         "Intellectual Property" means trade marks, service marks, trade names,
         domain names, logos, get-up, patents, inventions, registered and
         unregistered design rights, copyrights, semi-conductor topography
         rights, database rights and all other similar rights in any part of the
         world (including Know-how) including, where such rights are obtained or
         enhanced by registration, any registration of such rights and
         applications and rights to apply for such registrations;

         "Issue Price" means the average of the closing bid quotations for the
         ordinary shares of 14p each in the capital of the Purchaser as shown by
         the London Stock Exchange Daily Official List for the five Business
         Days immediately preceding Completion;

          "Know-how" means confidential industrial and commercial information
         and techniques in any form including without limitation drawings,
         formulae, test results, reports, project reports and testing
         procedures, instruction and training manuals, tables of operating
         conditions, market forecasts, lists and particulars of customers and
         suppliers;

         "London Stock Exchange" means London Stock Exchange plc;

         "Losses" means all losses, liabilities, costs (including, without
         limitation, legal costs), charges, expenses, actions, proceedings,
         claims and demands;

         "Management Accounts" means the unaudited management accounts relating
         to each Group Company and to the Group for any period or drawn up as at
         any date since the Balance Sheet Date (the "Relevant Management
         Accounts Date");

         "Official List" means the official list maintained by the UK Listing
         Authority;

         "Ordinary Shares" means the 15,425,729 Ordinary Shares of (pound)1.00
         each, which, together with the A Ordinary Shares and the B Ordinary
         Shares comprise the whole of the issued ordinary share capital of the
         Company;

         "Payment Account Details" means, in relation to any payment to be made
         under or pursuant to this Agreement, the name, account number, sort
         code, account location and other details specified by the payee and
         necessary to effect payment (whether by cheque, banker's draft,
         telegraphic or other electronic means of transfer) to the payee;

         "Placing Agreement" means the agreement of even date with this
         Agreement between EVBG (1) and the Purchaser (2) for the placing of the
         Placing Shares pursuant to Clause 3.2;

         "Placing Condition" means the conditions set out in sub-clauses 4.1.2
         and 4.1.5;

         "Placing Shares" means such number of ordinary shares of 14p each in
         the capital of the Purchaser to be issued and placed by the Purchaser
         credited as fully paid pursuant to Clauses 3.2, 3.4 and 3.6 as will,
         under the Placing Agreement, give rise to net proceeds as specified in
         Clause 3.2;


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         "POH" means Port of Hercules Trustees Limited as trustee for the Peter
         Wade No 2 Settlement;

         "Preference Shares" means the 1,250,000 preference shares of
         (pound)1.00 each being the whole of the issued preference share capital
         of the Company;

         "Properties" means the freehold and leasehold properties brief details
         of which are set out in Parts 1 and 2 of Schedule 5 and includes each
         and every part of them and "Property" means any one of them;

         "Purchaser's Group" means the Purchaser and any subsidiary of the
         Purchaser;

         "Purchaser's Solicitors" means Linklaters of One Silk Street, London
         EC2Y 8HQ;

         "Senior Employee" means an employee of a Group Company who earns a
         salary in excess of(pound)30,000 per annum;

         "Shares" means the Preference  Shares,  the Ordinary  Shares,  the A
         Ordinary  Shares,  the B Ordinary Shares and the Deferred Shares;

         "Subsidiaries" means the subsidiaries of the Company details of which
         are contained in Part 4 of Schedule 1;

         "Taxation" and "Transaction" bear the meanings respectively given to
         them in the Tax Deed of Covenant;

         "Tax Deed of Covenant" means the deed of covenant against Taxation in
         the agreed terms to be entered into at Completion;

         "UK Listing Authority" means the Financial Services Authority in its
         capacity as competent authority for listing under the Financial
         Services and Markets Act 2000;

         "Vendors' Schemes" means the Allied Dunbar Executive Pension Scheme
         (Plan Number P0024-077), the Legal & General Stakeholder Pension Scheme
         (Scheme Number GF38503001), the Self Invested Personal Pensions in
         respect of Jeremy Bridge, Brian Barton and Bruce Rose, The Bridge the
         World Travel Services Executive Pension Scheme (date of commencement 31
         July 2000) and The Bridge the World Group Personal Pension Scheme
         (Norwich Union Reference Number P3217461A) (which is Stakeholder
         Compliant) in force at the date of this Agreement details of which are
         set out in the documents in the agreed terms;

         "Vendors' Solicitors" means Lamport Bassitt of 46 The Avenue,
         Southampton SO17 1AX;

         "Warranties" means the warranties and representations set out in
         Schedule 3 and "Warranty" means any one of them;

         "Warrantors" means POH and Jeremy Bridge (each a "Warrantor");

1.2      Subordinate Legislation
         References to a statutory provision include any subordinate legislation
         made from time to time under that provision;

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1.3      Awareness

         Where any Warranty or other provision of this Agreement is qualified by
         the phrase "so far as the Warrantors are aware" or a similar phrase,
         such phrase shall imply a requirement that the Warrantors have made
         such enquiries as are reasonable of the Vendors, Peter Liney, Peter
         Bradshaw, Julie Tamblyn, Nicola Clark and Andy Mills;

1.4      Modification etc. of Statutes

         References to a statute or statutory provision include that statute or
         provision as from time to time modified, re-enacted or consolidated
         whether before or after the date of this Agreement so far as such
         modification, re-enactment or consolidation applies or is capable of
         applying to any transactions entered into in accordance with this
         Agreement prior to Completion and (so far as liability thereunder may
         exist or can arise) shall include also any past statute or statutory
         provision (as from time to time modified, re-enacted or consolidated)
         which such statute or provision has directly or indirectly replaced
         except to the extent that such modification, re-enactment or
         consolidation would increase, alter or extend the liability of the
         Vendors, or of the Warrantors under the Warranties, or the Covenantors
         under the Tax Deed of Covenant;

1.5      Connected Persons

         A person shall be deemed to be connected with another if that person is
         connected with such other within the meaning of Section 839 of the
         Income and Corporation Taxes Act 1988;

1.6      Accounts

         Any reference to "accounts" shall include the directors' and auditors'
         reports, relevant balance sheets and profit and loss accounts and
         related notes together with all documents which are or would be
         required by law to be annexed to the accounts of the company concerned
         to be laid before that company in general meeting in respect of the
         accounting reference period in question;

1.7      Companies Act 1985

         The words "holding company" and "subsidiary" shall have the same
         meanings in this Agreement as their respective definitions in the
         Companies Act 1985;

1.8      Interpretation Act 1978

         The Interpretation Act 1978 shall apply to this Agreement in the same
         way as it applies to an enactment;

1.9      SSAPs and FRSs

         A reference to an SSAP means a statement of standard accounting
         practice as adopted by the Accounting Standards Board and published by
         the Institute of Chartered Accountants of England and Wales and a
         reference to an FRS means a financial reporting standard developed and
         issued by the Accounting Standards Board and which may, where directed
         by the Accounting Standards Board, supersede an SSAP;


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1.10     Clauses, Schedules etc.

         References to this Agreement include any Recitals and Schedules to it
         and references to Clauses and Schedules are to Clauses of and Schedules
         to this Agreement. References to paragraphs are to paragraphs of the
         Schedules;

1.11     Information

         Any reference to books, records or other information means books,
         records or other information in any form including paper,
         electronically stored data, magnetic media, film and microfilm; and

1.12     Headings

         Headings shall be ignored in construing this Agreement.

2        Agreement to Sell the Shares

2.1      Sale of Shares

         The Vendors (each severally as to those of the Shares specified against
         his name in Part 1 of Schedule 1) agree to sell or procure to be sold
         and 3i (as to the Shares specified against its name in Part 2 of
         Schedule 1) agrees to sell and the Purchaser agrees to purchase the
         Shares free from all Encumbrances and together with all rights and
         advantages attaching to them which are exercisable after Completion.

2.2      Rights of Pre-emption

         The Vendors and 3i hereby waive irrevocably any and all rights of
         pre-emption over the Shares conferred either by the Articles of
         Association or other equivalent document of the Company or in any other
         way, and agree to the transfer of the shares in accordance with Article
         13.2 of the Articles of Association.

3        Consideration

3.1      Amount

         The consideration for the purchase of the Shares shall be nil for each
         Deferred Share and in respect of the Preference Shares and the Ordinary
         Shares:

          3.1.1 the cash sum of (pound)1,252,876 for the Preference Shares and
               (pound)51,127,930.25 for the Ordinary Shares making an aggregate
               cash consideration of (pound)52,380,806.25 consisting of:

          (i)  (pound)47,351,585.25 (the "Completion Amount") which shall be
               paid on Completion;

          (ii)(pound)2,029,221 in relation to which Schedule 7 shall apply;

          (iii) (pound)3,000,000 which shall be paid on the day falling 12
               months after Completion (or if that day is not a Business Day,
               the immediately following Business Day) subject to the provisions
               of Clause 7.5; and

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          3.1.2 the allotment of Consideration Shares in accordance with Clause
               3.3.

         Schedule 1 shows the division of the payments referred to in Clauses
         3.1.1(i), (ii) and (iii) among the Vendors.

3.2      Placing of Placing Shares

         (pound) 40,712,274.48 of the Completion Amount shall be satisfied by
         the allotment and issue of the Placing Shares to, or to persons
         nominated by, EVBG on terms that the net cash proceeds of the placing
         of such shares of (pound)40,712,274.48 shall be paid to the Vendors and
         3i in accordance with Clause 3.7 and divided among the Vendors and 3i
         as set out in Column (4) of Parts 1 and 2 of Schedule 1. The Vendors
         and 3i agree with the Purchaser to execute all such documents as the
         Purchaser may reasonably require for the purpose of or in connection
         with such placing and hereby severally appoint any director of the
         Purchaser as their attorney to execute any such documents in their
         names and on their behalf.

3.3      Consideration Shares

         The Purchaser shall allot, to 3i and to each of the Vendors, such
         number of Consideration Shares as shall have a value at the Issue Price
         nearest to but not exceeding the amounts set out against their
         respective names in Column (5) of Parts 1 and 2 of Schedule 1.

3.4      Application for admission to listing and admission to trading

         The Purchaser shall at its own expense procure application to be made
         to the UK Listing Authority for the Consideration Shares and the
         Placing Shares to be admitted to the Official List and to the London
         Stock Exchange for the Consideration Shares and the Placing Shares to
         be admitted to trading by the London Stock Exchange and shall use all
         reasonable endeavours to ensure that such admissions shall become
         effective by the making of an announcement in accordance with paragraph
         7.1 of the Listing Rules of the UK Listing Authority and paragraph 2.1
         of Part 2 of the Admission and Disclosure Standards of the London Stock
         Exchange.

3.5      Restriction on disposal of Consideration Shares

         Each of the Vendors hereby severally undertakes with the Purchaser that
         he will not for a period of six months from the date of Completion
         without the previous consent in writing of the Purchaser dispose or
         agree to dispose of any of the Consideration Shares issued to him or
         any interest (as defined for the purpose of Part VI of the Companies
         Act 1985) therein. This Clause shall not, however, prohibit disposals
         by POH of Consideration Shares to raise up to (pound)2,029,221 nor of
         any Consideration Shares by any Vendor in the event of a general offer
         being made for the share capital of the Purchaser.

3.6      Ranking of Consideration Shares and the Placing Shares

         The Consideration Shares and the Placing Shares shall rank in all
         respects pari passu with the existing issued fully paid ordinary shares
         in the capital of the Purchaser.

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3.7      Payment on Completion

         Payment of such part of the consideration as may fall to be paid in
         cash and the proceeds of the placing (if any) shall be made not later
         than 3.00 p.m. on the date of Completion to the Vendors' Solicitors who
         are authorised to receive the same on behalf of 3i and the Vendors and
         payment to whom shall be a good discharge to the Purchaser.

3.8      Method of Payment

         Wherever in this Agreement provision is made for the payment by one
         party to another, such payment shall be effected by crediting for same
         day value the account specified in the Payment Account Details of the
         party entitled to the payment by way of CHAPS on or before the due date
         for payment unless the payee by notice to the payer, not later than
         three Business Days prior to the due date for payment, elects to be
         paid by banker's draft drawn on any international bank reasonably
         acceptable to the payer and having an office in London. Payment of such
         sum shall be a good discharge to the payer of its obligation to make
         such payment and the payer shall not be obliged to see to the
         application of the consideration as between 3i and the relevant Vendors
         (in the case of a payment by the Purchaser).

3.9      Reduction of Consideration

         If any payment is made by the Vendors or 3i or the Warrantors to the
         Purchaser in respect of any claim against the Vendors or 3i or the
         Warrantors for any breach of this Agreement (or any agreement entered
         into pursuant to this Agreement) or pursuant to any indemnity hereunder
         or pursuant to the Tax Deed of Covenant, the payment shall be by way of
         adjustment of the consideration paid by the Purchaser and the
         consideration shall be deemed to have been reduced by the amount of
         such payment.

4        Conditions

4.1      Conditions Precedent

         The agreement to sell and purchase the Shares contained in Clause 2.1
         is conditional upon (and accordingly beneficial ownership in the Shares
         will not pass until) satisfaction of the following conditions, or their
         satisfaction subject only to Completion of this Agreement:

          4.1.1 the passing at a general meeting of the Purchaser of a
               resolution to approve the acquisition of the Shares and all
               necessary resolutions to increase the authorised share capital of
               the Purchaser and to authorise the allotment and issue of the
               Consideration Shares and the Placing Shares in the agreed terms
               or without material amendments thereto;

          4.1.2 all the conditions precedent in the Placing Agreement having
               been fulfilled or (if capable of waiver) waived and such
               agreement not having been terminated in accordance with its
               terms;

          4.1.3 all the conditions precedent (to the funding of loans required
               for acquiring the Shares) in the Facility Agreement having been
               fulfilled or (if capable of waiver) waived and such agreement not
               having been terminated in accordance with its terms;

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          4.1.4 the licences, authorisations, orders, grants, confirmations,
               permissions, registrations and other approvals necessary or
               desirable for or in respect of the proposed acquisition of the
               Group by the Purchaser having been obtained from ABTA, IATA and
               CAA on terms satisfactory to the Purchaser and such licences,
               authorisations, orders, grants, confirmations, permissions,
               registrations and other approvals remaining in full force and
               effect;

          4.1.5 the admission of the Consideration Shares to the Official List
               becoming effective in accordance with paragraph 7.1 of the
               Listing Rules of the United Kingdom Listing Authority and
               admission of the Consideration Shares to trading by the London
               Stock Exchange becoming effective;

          4.1.6 clearance being obtained under Section 707 of the Income &
               Corporation Taxes Act 1988 and under Section 138 of the Taxation
               of Capital Gains Act 1992 ("TCGA") in respect of the transactions
               contemplated by this Agreement.

4.2      Responsibility for Satisfaction

          4.2.1 The Purchaser shall use all reasonable endeavours to ensure the
               satisfaction of the conditions set out in Clauses 4.1.1 to 4.1.5
               and the Vendors shall use all reasonable endeavours to ensure
               satisfaction of the conditions set out in Clause 4.1.6.

          4.2.2 Without prejudice to Clause 4.2.1, the Vendors and the Purchaser
               agree that all requests and enquiries from any government,
               governmental, supranational or trade agency, court or other
               regulatory body shall be dealt with, at the cost of the
               Purchaser, by the Vendors and the Purchaser in consultation with
               each other and the Vendors and the Purchaser shall promptly
               co-operate with and shall use reasonable endeavours to provide
               all necessary information and assistance reasonably required by
               such government, agency, court or body upon being requested to do
               so by the other.

4.3      Non-Satisfaction/Waiver

          4.3.1 The Purchaser and POH on behalf of the Vendors and 3i may at any
               time by agreement waive in whole or in part and conditionally or
               unconditionally the conditions set out in Clause 4.1.

          4.3.2 The Purchaser shall give notice to the Vendors and 3i of the
               satisfaction of the relevant conditions within two Business Days
               of becoming aware of the same. If the conditions in Clause 4.1
               are not satisfied or waivedon or before 17 February 2003 or such
               other date as the parties may agree the Purchaser or POH on
               behalf of the Vendors and 3i may terminate this Agreement (other
               than Clauses 1, 11, 11.1 to 11.8 and 11.11 to 11.17) and no party
               shall have any claim against any other under it, save for any
               claim arising from breach of any undertaking contained in Clause
               4.2.

4.4      Duty to inform Vendors

         The Purchaser undertakes in the period to Completion immediately to
         advise the Vendors' Solicitors and 3i of (i) the satisfaction or waiver
         of any of the conditions, (ii) any matters which suggest any of the
         conditions are unlikely to be satisfied before 17 February 2003, and


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         (iii) such other matters concerning the satisfaction of the conditions
         as may be reasonably requested by or on behalf of the Vendors and for
         3i.

5        Action Pending Completion

5.1      Vendors' General Obligations

         The Vendors shall procure that, pending Completion:

          5.1.1 each Group Company will carry on business only in the ordinary
               and usual course, save insofar as agreed in writing by the
               Purchaser; and

          5.1.2 the Purchaser and its agents will, upon reasonable notice, be
               allowed access to, and to take copies of, the books and records
               of each Group Company including, without limitation, the
               statutory books, minute books, leases, licences, contracts,
               details of receivables, Intellectual Property, tax records,
               supplier lists and customer lists in the possession or control of
               any Group Company; and

          5.1.3 such representatives and advisers as the Purchaser requests may
               be designated to work with the Vendors with regard to the
               management and operations of the Group Companies. The Vendors
               will consult, and will cause the Group Companies to consult, with
               such representatives and advisers with respect to any action
               which may materially affect the business of the Group taken as a
               whole. The Vendors will provide, and will cause the Group to
               provide to such representatives and advisers such information as
               they may reasonably request for this purpose; and

          5.1.4 each Group Company shall take all reasonable steps to preserve
               its assets and, in particular, will maintain in force all
               insurance policies normally kept in force; and

          5.1.5 each Group Company shall take all reasonable steps to preserve
               the validity of its Intellectual Property.

5.2      Restrictions on the Vendors

         Without prejudice to the generality of Clause 5.1, the Vendors shall
         collaborate fully with the Purchaser in relation to all material
         matters concerning the running of the Group between the date of this
         Agreement and Completion and during that period shall procure that each
         Group Company shall not except as may be required to give effect to and
         comply with this Agreement without the prior written consent of the
         Purchaser such agreement not to be unreasonably withheld or delayed:

          5.2.1 enter into any agreement or incur any commitment involving any
               capital expenditure in excess of(pound)15,000 per item
               and(pound)50,000 in aggregate, in each case exclusive of VAT;

          5.2.2 enter into or amend any contract or incur any commitment which
               is not capable of being terminated without compensation at any
               time with three months' notice or less or which is not in the
               ordinary and usual course of business or which involves or may
               involve total annual expenditure in excess of (pound)15,000, in
               each case exclusive of VAT;

          5.2.3 terminate the employment of any Senior Employee (whether with or
               without notice) without the prior written consent of the
               Purchaser;

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5.2.4    in relation to any Property:

          (i)  apply for any planning permission or implement any planning
               permission already obtained but not implemented;

          (ii) carry out any material structural alteration or addition to, or
               materially effect any change of use of, such Property;

          (iii) terminate or serve any notice to terminate, surrender or accept
               any surrender of or waive the terms of any lease, tenancy or
               licence which is material in the context of the relevant Group
               Company;

          (iv) agree any new rent or fee payable under any lease, tenancy or
               licence which is material in the context of the relevant Group
               Company;

          (v)  enter into or vary any agreement, lease, tenancy, licence or
               other commitment which is material in the context of the relevant
               Group Company;

          (vi) sell, convey, transfer, assign or charge any Property or grant
               any rights or easements over any Property or enter into any
               covenants affecting any Property or agree to do any of the
               foregoing;

5.2.5    incur any additional borrowings or incur any other indebtedness
         otherwise than in the ordinary and usual course of business;

5.2.6    save as required by law, make any amendment to the terms and
         conditions of employment (including, without limitation,
         remuneration, pension entitlements and other benefits) of any
         Senior Employee (other than minor increases which the Vendors
         shall notify to the Purchaser as soon as reasonably possible),
         provide or agree to provide any gratuitous payment or benefit
         to any such person or any of their dependants, or dismiss any
         Senior Employee or engage or appoint any additional Senior
         Employee;

5.2.7    introduce or provide any new pension arrangements in relation to any
         employees of the Group Companies;

5.2.8    discontinue or amend the Vendors' Schemes to any material
         extent or commence to wind them up or cause them to cease to
         admit new members or communicate to any employee any material
         plan, proposal or intention to amend, wind up, terminate or
         exercise any discretion in relation to the Vendors' Schemes;

5.2.9    pay any benefits under the Vendors' Schemes other than in
         accordance with the terms of the documents governing such
         schemes and not under any discretionary power;

5.2.10   acquire or agree to acquire or dispose of or agree to dispose
         of any material asset or enter into or amend any material
         contract or arrangement, in each case, involving consideration,
         expenditure or liabilities in excess of (pound)15,000,
         exclusive of VAT;

5.2.11   take steps to procure payment by any debtor generally in
         advance of the date on which book and other debts are usually
         payable in accordance with the standard terms of business of
         any Group Company or (if different) the period extended to any
         particular debtor in which to make payment;


                                       11
<PAGE>


5.2.12   delay making payment to any trade creditors generally beyond
         the date on which payment of the relevant trade debt should be
         paid in accordance with credit period authorised by the
         relevant creditors (or (if different) the period extended by
         creditors in which to make payment);

5.2.13   amend, to any material extent, any of the terms on which goods,
         facilities or services are supplied, such supplies being
         material in the context of the relevant Group Company except
         where required to do so in order to comply with any applicable
         legal or regulatory requirement;

5.2.14   enter into any guarantee, indemnity or other agreement to
         secure any obligation of a third party or create any
         Encumbrance over any of its assets or undertaking;

5.2.15   amend any insurance contract, fail to notify any insurance
         claim in accordance with the provisions of the relevant policy
         or settle any such claim below the amount claimed;

5.2.16   allot, issue, redeem or repurchase any share or loan capital (or option
         to subscribe for the same) of any Group Company;

5.2.17   acquire or agree to acquire any share, shares or other interest in any
         company, partnership or other venture;

5.2.18   declare, make or pay any dividend or other distribution to
         shareholders; or

5.2.19   make any change to its accounting practices or policies or amend its
         memorandum or articles of association.

Provided that the consent of the Purchaser will for the purposes of this
clause have been deemed to have been given to any of the matters specified in
Appendix C to the Disclosure Letter. Where practicable, the Vendors will procure
that the relevant Group Company consults in advance with the individual
responsible for the relevant area at the Purchaser before undertaking any such
matters. The relevant individuals are:

       IT                                                   Phil Dale
       Commercial                                           Ian Carter
       Telecoms                                             Tani Dhamija
       Property                                             Shelli Whitfield
       Any other matter                                     Helen O'Byrne


5.3      Deferred Shares
         Prior to Completion:

         5.3.1 The Vendors shall procure the increase of the authorised share
               capital of the Company to by the creation of 4,209,750Deferred
               Shares, such Deferred Shares having the rights set out in the
               Articles of Association of the Company current at the date of
               this Agreement and shall procure the allotment to POH of
               4,182,471 Deferred Shares issued as unpaid and to Jeremy Bridge
               of 27,279 Deferred Shares issued as unpaid.

                                       12
<PAGE>

         5.3.2 POH shall subscribe for 4,182,471 Deferred Shares and shall
               procure that on Completion they are fully paid.

         5.3.3 Jeremy Bridge shall subscribe for 27,279 Deferred Shares and
               shall procure that on Completion they are fully paid.

         5.3.4 The Vendors shall procure all necessary consents, returns or
               waivers and do all other acts or things as may be necessary to
               comply with the provisions of sub-clauses 5.3.1, 5.3.2 and 5.3.3.

         5.3.5 3i agrees to vote by written resolution in favour of the
               resolutions required to implement the preceding sub-clauses of
               this Clause 5.3.

6        Completion

6.1      Completion in Escrow

         6.1.1 As soon as practicable (and in any event within two Business
               Days) following satisfaction or waiver of the conditions set out
               in Clause 4.1 (other than the Placing Condition):

         (i)  the Vendors shall procure that their obligations specified in
               paragraph 1 of Schedule 2 are fulfilled;

         (ii) the Purchaser shall procure that its obligations specified in
               paragraph 2 of Schedule 2 are fulfilled;

         (iii) 3i shall procure that its obligations specified in paragraph 3
               of Schedule 2 are fulfilled.

         6.1.2 The documents which the Vendors and 3i are obliged to deliver or
               make available pursuant to Schedule 2 shall be undated and shall
               be held by the Purchaser's Solicitors in escrow, to be released
               to the Purchaser upon satisfaction of the Placing Condition.

         6.1.3 The document[s] which the Purchaser is obliged to deliver or
               make available pursuant to Schedule 2 shall be undated and shall
               be held by the Purchaser's Solicitors in escrow, to be released
               to the Vendors and 3i upon satisfaction of the Placing Condition.

         6.1.4 If the Placing Condition has not been satisfied or waived on the
               earlier of 17 February 2003 or within 24 hours of the documents
               being placed in escrow pursuant to Clauses 6.1.2 and 6.1.3 then
               any party may terminate this Agreement without prejudice to any
               rights, claims, remedy or relief of any other party.

6.2      Date and Place of Completion

         Completion shall take place at the offices of the Purchaser's
         Solicitors at 7 a.m. on 6 February 2003 or (if later) as soon as
         practicable following satisfaction or waiver of all the conditions set
         out in Clause 4.1.

6.3      Completion

         On Completion:

                                       13
<PAGE>

         6.3.1 the Purchaser shall pay such part of the consideration as falls
               to be paid in cash and procure payment of the proceeds of the
               placing of the Placing Shares in the manner specified in Clause
               3.2 and deliver definitive share certificates in respect of the
               Consideration Shares;

         6.3.2 the Vendors shall deliver or make available to the Purchaser the
               statutory books of the Group Companies; and

         6.3.3 the documents held in escrow pursuant to Clause 6.1 shall be
               released by the Purchaser's Solicitors to the parties entitled
               thereto, shall (where applicable) be dated as of Completion by
               the Purchaser's Solicitors and shall take effect forthwith.

6.4      Right to Terminate

         6.4.1 If the foregoing provisions of this Clause are not fully
               complied with by the Vendors and 3i or the Purchaser by or on the
               date set for Completion, the Purchaser, in the case of
               non-compliance by the Vendors or 3i, or POH on behalf of the
               Vendors and 3i, in the case of non-compliance by the Purchaser,
               shall be entitled (in addition to and without prejudice to all
               other rights or remedies available to the terminating party
               including the right to claim damages) by written notice to the
               other party/ies served on such date:

         (i)  to effect Completion so far as practicable having regard to the
               defaults which have occurred; or

         (ii) to fix a new date for Completion (not being more than 20 Business
               Days after the agreed date for Completion) (the "Deferred
               Completion Date") in which case the foregoing provisions of this
               Clause 6.4 shall apply to Completion as so deferred but provided
               such deferral may only occur once.

         6.4.2 In the event that the foregoing provisions of this Clause are
               not fully complied with by the Vendors and 3i or the Purchaser by
               or on the Deferred Completion Date, or Completion so far as
               practicable having regard to the defaults which have occurred has
               not occurred by the Deferred Completion Date, the Purchaser, in
               the case of non-compliance by the Vendors or 3i, or POH on behalf
               of the Vendors and 3i, in the case of non-compliance by the
               Purchaser, shall be entitled (in addition to and without
               prejudice to all other rights or remedies available to the
               terminating party including the right to claim damages) by
               written notice to the other party/ies served on such date, to
               elect to terminate this Agreement (other than Clauses 1, 10, 11.1
               to 11.8 and 11.11 to 11.17) without liability on the part of the
               terminating party or parties.

7        Warranties

7.1      Incorporation of Schedule 3

         7.1.1 Subject to Clause 7.1.3, the Warrantors jointly and severally
               warrant to the Purchaser and its successors in title in the terms
               set out in Schedule 3.

         7.1.2 Subject to Clause 7.1.3, each Vendor severally warrants to the
               Purchaser and its successors in title in the terms set out in
               paragraphs 1.2 and 1.4 of Schedule 3 in respect only of its
               capacity and title to the Shares to be sold by it.

                                       14
<PAGE>

         7.1.3 The Warranties are in each case subject only to:

         (i)  any matter which is fairly and fully disclosed in the Disclosure
               Letter and any matter expressly provided for under the terms of
               this Agreement;

         (ii) any matter or thing hereafter done or omitted to be done pursuant
               to this Agreement or otherwise at the request in writing or with
               the approval in writing of the Purchaser; and

         (iii) any matter or thing which is known to the Purchaser at
               Completion.

         7.1.4 3i warrants to the Purchaser that it is entitled to sell and
               transfer to the Purchaser the full legal and beneficial ownership
               of the Shares set opposite its name in Part 2 of Schedule 1 on
               the terms of this Agreement without the consent of any third
               party.

7.2      Updating to Completion

         The Warrantors undertake (but without personal liability) to and with
         the Purchaser and its successors in title that if after the signing of
         this Agreement and before Completion to their personal knowledge (but
         without any obligation to make enquiries or investigations) any event
         shall occur or matter shall arise which results or may result in any of
         the Warranties being unfulfilled, untrue, misleading or incorrect in
         any material respect at Completion the Warrantors shall immediately
         notify the Purchaser in writing fully thereof prior to Completion. The
         Vendors (at their own cost) shall then make any investigation
         concerning the event or matter which the Purchaser may reasonably
         require.

7.3      Limitation of Liability

         The provisions of Schedule 4 shall apply.

7.4      Effect of Completion

         The Warranties and all other provisions of this Agreement and the Tax
         Deed of Covenant insofar as the same shall not have been performed at
         Completion shall not be extinguished or affected by Completion, or by
         any other event or matter whatsoever (including, without limitation,
         any satisfaction and/or waiver of any condition contained in Clause
         4.1), except by a specific and duly authorised written waiver or
         release by the Purchaser.

7.5      Right of Set-Off

         In the event that the Purchaser has a claim against the Vendors or 3i
         and/or the Warrantors for any breach of this Agreement (or any
         agreement entered into pursuant to this Agreement) or pursuant to any
         indemnity hereunder or pursuant to the Tax Deed of Covenant, the
         Vendors, 3i and the Warrantors agree that the amount of that claim may
         only be set off against the defaulting party's proportion of the
         balance of (pound)3,000,000 to be paid on the day falling 12 months
         after Completion in accordance with Clause 3.1.1 (which shall otherwise
         be paid without deduction, set off, cross claim of whatsoever nature
         and of any amount) (i) in the event of fraud, (ii) to the extent that
         any of the Vendors or 3i have agreed any amount so due to the Purchaser
         and only to the extent of the amount due to such person who has so
         agreed, or (iii) the amount of such claim is due under the terms of a
         judgment of a Court in England against the person against whom such
         set-off is enforced and such judgment is not and could not be the
         subject of an appeal. This right of set-off shall not entitle the

                                       15
<PAGE>

         Purchaser to withhold from a Vendor any amount for which that Vendor is
         not personally liable.

7.6      Right of Termination

         If prior to Completion it shall be found that any of the Warranties
         was, when given, or will be or would be, at Completion (as if they had
         been given again at Completion) not complied with in any material
         respect or otherwise untrue or misleading in any material respect the
         Purchaser shall be entitled by notice in writing to the Vendors and 3i
         to terminate this Agreement (other than Clauses 1, 10, 11.1 to 11.8 and
         11.11 to 11.17), provided that if any breach of the Warranties is
         capable of remedy and within 48 hours of receiving notice of the breach
         is remedied by the Vendors so that the Group is in no materially worse
         position than it would have been had there been no breach, then the
         Purchaser shall not be entitled to terminate this Agreement. The
         termination of this Agreement pursuant to this Clause shall not give
         rise to any right to damages, compensation or other relief of
         whatsoever nature. If having become aware of such a breach of the
         Warranties or of any other matter disclosed pursuant to Clause 7.2, the
         Purchaser elects to proceed to Completion, the Purchaser shall be
         deemed to have waived any claim in respect of a breach of Warranties in
         respect of such matters.

7.7      Waiver

         Save in the case of fraud, the Vendors and the Warrantors severally
         undertake to the Purchaser not to make or pursue any claim against any
         Group Company or its respective officers, employees or agents in
         connection with assisting the Vendors and the Warrantors in giving the
         Warranties, preparing the Disclosure Letter and/or entering into this
         Agreement and the documents entered into pursuant to this Agreement.

8        Restrictions

8.1      Restrictions

         The Restricted Employees further severally undertake with the Purchaser
         and its successors in title as trustee for itself and the Group
         Companies that the Restricted Employees will not in any Relevant
         Capacity during the Restricted Period:

         8.1.1 directly or indirectly carry on within the United Kingdom or
               Australia any business (whether carried on under the names
               "Travelbag", "Bridge The World", "Adventures" or any names likely
               to be confused therewith or otherwise) which is of the same or
               similar type to the business as now carried on by any Group
               Company and which is or is likely to be in competition with the
               business of any Group Company as now carried on nor be concerned
               or interested in any such business; or

         8.1.2 induce or seek to induce any Senior Employee to become employed
               whether as employee, consultant or otherwise by any of the
               Vendors or the Warrantors or any subsidiary undertaking or fellow
               subsidiary undertaking or holding company of any Vendor or
               Warrantor whether or not such Senior Employee would thereby
               commit any breach of his contract of service.

                                       16
<PAGE>

8.2      Exceptions

         The restrictions in Clause 8.1 shall not operate to prohibit any of the
         Restricted Employees from:

         8.2.1 carrying on or being engaged in any business which is of the
               same or similar type to the business as now carried on by any
               Group Company after such time as the Purchaser ceases to carry on
               or be engaged in or economically interested in any such business;

         8.2.2 holding or being interested in up to 5 per cent of the
               outstanding issued share capital of a company listed on any
               recognised stock exchange

         8.2.3 fulfilling any obligation pursuant to this Agreement and any
               agreement to be entered in to pursuant to this Agreement;

         8.2.4 carrying on or being engaged or economically interested in a
               Permitted Activity.

8.3      Reasonableness of Restrictions

         Each of the Restricted Employees confirms that it has received
         independent legal advice relating to all the matters provided for in
         this Agreement, including the provisions of this Clause. The Restricted
         Employees agree that they consider that the restrictions contained in
         this Clause are no greater than is reasonable and necessary for the
         protection of the interest of the Purchaser but if any such restriction
         shall be held to be void but would be valid if deleted in part or
         reduced in application, such restriction shall apply with such deletion
         or modification as may be necessary to make it valid and enforceable.

8.4      Interpretation

         The following terms shall have the following meanings respectively in
         this Clause 8:

         8.4.1 "Permitted Activity" means any business (not being part of the
               business of the Group Companies) which at the date of this
               Agreement the Restricted Employees carry on or are engaged in.

         8.4.2 "Relevant Capacity" means for its or his own account or for that
               of any person, firm or company (other than the Purchaser and the
               Group Companies) or in any other manner whether through the
               medium of any company controlled by it or him (for which purpose
               there shall be aggregated with its or his shareholding or ability
               to exercise control the shares held or control exercised by any
               person connected with the Restricted Employees) or as principal,
               partner, director, employee, consultant or agent.

         8.4.3 "Restricted Employee" means Peter Anthony Wade, Jeremy Bridge
               and Russell Webber.

         8.4.4 "Restricted Period" means two years commencing on Completion
               save that the period of one year only from Completion shall apply
               to Russell Webber in the event that he is dismissed from
               employment with the Group for any reason other than gross
               misconduct.

                                       17
<PAGE>

9        Pensions

         The Warrantors shall indemnify and keep indemnified the Purchaser (for
         itself and as agent and trustee for the Group Companies) on an after
         tax basis from and against all claims, awards, orders, damages,
         demands, fines, judgments, penalties, expenses, costs and liability
         whatsoever incurred before, on or after Completion by the Purchaser or
         the Group Companies in relation to the Bridge the World Travel Services
         Executive Scheme.

10       Whole Agreement and Remedies

10.1     Whole Agreement
         This Agreement contains the whole agreement between the parties
         relating to the subject matter of this Agreement at the date hereof to
         the exclusion of any terms implied by law which may be excluded by
         contract and supersedes any previous written or oral agreement between
         the parties in relation to the matters dealt with in this Agreement.

10.2     Acknowledgement
         The Purchaser acknowledges that it has not been induced to enter into
         this Agreement by any representation, warranty or undertaking not
         expressly incorporated into it.

10.3     Remedies
         So far as permitted by law and except in the case of fraud, each party
         agrees and acknowledges that its only right and remedy in relation to
         any representation, warranty or undertaking made or given in connection
         with this Agreement shall be for breach of the terms of this Agreement
         to the exclusion of all other rights and remedies (including those in
         tort or arising under statute).

10.4     Reasonableness of this Clause
         Each party to this Agreement agrees, having considered the terms of
         this Clause and the Agreement as a whole, that the provisions of this
         Clause are fair and reasonable.

10.5     Interpretation
         In Clauses 10.1 to 10.4 "this Agreement" includes the Disclosure
         Letter, the Confidentiality Agreement and all documents entered into
         pursuant to this Agreement or otherwise contemplated by the terms of
         this Agreement.

11       Other Provisions

11.1     Vendors' and Warrantors' Liability

         Except where provision is specifically made to the contrary, the
         liability of each of the Vendors and the Warrantors under or pursuant
         to any of the provisions of this Agreement shall be joint and several.
         Any liability to the Purchaser under this Agreement may in whole or in
         part be released, compounded or compromised or time or indulgence given


                                       18
<PAGE>

         by the Purchaser in its absolute discretion as regards any of the
         Vendors or the Warrantors under such liability without in any way
         prejudicing or affecting its rights against any other or others of the
         Vendors or the Warrantors under the same or a like liability whether
         joint and several or otherwise.

11.2     Announcements

         No announcement or circular in connection with the existence or the
         subject matter of this Agreement shall be made or issued by or on
         behalf of the Vendors, 3i or the Purchaser without the prior written
         approval of the Vendors, 3i and the Purchaser. This shall not affect
         any announcement or circular required by law or any regulatory body or
         the rules of any recognised stock exchange but the party with an
         obligation to make an announcement or issue a circular shall consult
         with the other party/parties insofar as is reasonably practicable
         before complying with such an obligation.

11.3     Confidentiality

         11.3.1 The parties acknowledge that the Confidentiality Agreement
               shall cease to have any force or effect from Completion.

         11.3.2 Subject to Clause 11.3.4, each of the Vendors shall treat as
               confidential and not disclose or use any information which
               relates to:

         (i)  the provisions of this Agreement and any agreement entered into
               pursuant to this Agreement;

         (ii) the negotiations relating to this Agreement (and such other
               agreements); or

         (iii) the Purchaser's business, financial or other affairs (including
               the business, financial or other affairs of the Group Companies
               and including, in each case, future plans and targets).

         11.3.3 Subject to Clause 11.3.4, the Purchaser shall treat as
               confidential and not disclose or use any information received or
               obtained as a result of entering into this Agreement (or any
               agreement entered into pursuant to this Agreement)which relates
               to:

         (i)  the provisions of this Agreement and any agreement entered into
               pursuant to this Agreement;

         (ii) the negotiations relating to this Agreement (and such other
               agreements); or

         (iii) any Vendor's business, financial or other affairs (including
               future plans and targets).

         11.3.4 Neither Clause 11.3.2 or 11.3.3 shall prohibit disclosure or
               use of any information if and to the extent:

          (i)  the disclosure or use is required by law, any regulatory body or
               the rules and regulations of any recognised stock exchange;

         (ii) the disclosure or use is required to vest the full benefit of
               this Agreement in the Vendors or the Purchaser, as the case may
               be;

                                       19
<PAGE>

         (iii) the disclosure or use is required for the purpose of any
               judicial proceedings arising out of this Agreement or any other
               agreement entered into under or pursuant to this Agreement or the
               disclosure is reasonably required to be made to a Taxation
               authority in connection with the Taxation affairs of the
               disclosing party;

         (iv) the disclosure is made to professional advisers of the Purchaser
               or the Vendors on terms that such professional advisers undertake
               to comply with the provisions of Clause 11.3.2 or 11.3.3 in
               respect of such information as if they were a party to this
               Agreement;

         (v)  the information becomes publicly available (other than by breach
               of the Confidentiality Agreement or of this Agreement);

         (vi) the other party has given prior written approval to the
               disclosure or use;

         (vii) the information is independently developed after Completion,

         provided that prior to disclosure or use of any information
         pursuant to Clause 11.3.4(i), (ii), (iii) (except in the case
         of disclosure to a Taxation authority) or (iv), the party
         concerned shall promptly notify the other party of such
         requirement with a view to providing the other party with the
         opportunity to contest such disclosure or use or otherwise to
         agree the timing and content of such disclosure or use.

11.4     Return of Documents etc

         11.4.1 If Completion does not take place, the Purchaser shall
               forthwith:

         (i)  return all written information of or relating to the Vendors and
               each Group Company provided to the Purchaser or its advisers (the
               "Confidential Information") without keeping any copies thereof;

         (ii) destroy all information, analyses, compilations, notes, studies,
               memoranda or other documents derived from, containing or
               reflecting Confidential Information;

         (iii) so far as it is practicable to do so (but, in any event, without
               prejudice to the obligations of confidentiality contained in this
               Agreement, expunge any Confidential Information from any
               computer, word processor or other device.

         11.4.2 Notwithstanding Clause 11.4.1, the Purchaser may retain any
               Confidential Information contained or referred to in board
               minutes or in documents referred to therein and the Purchaser's
               advisers may keep one copy of any document in their possession
               for record purposes without prejudice to any duties of
               confidentiality in relation to such Confidential Information
               contained in this Agreement or the Confidentiality Agreement.

         11.4.3 Clause 11.4.1 shall not apply to any information available from
               public records or information acquired by the Purchaser otherwise
               than from the Vendors, any of the Group Companies and their
               respective employees, officers or agents.


                                       20
<PAGE>

11.5     Successors and Assigns

         The Vendors, 3i and the Warrantors agree that the benefit of every
         provision in this Agreement and the Tax Deed of Covenant is given to
         the Purchaser for itself and its successors in title and assigns.
         Accordingly, the Purchaser (and its successors and assigns) may,
         without the consent of the Vendors, 3i or the Warrantors, assign the
         benefit of all or any of the Vendors', 3i's and the Warrantors'
         obligations under this Agreement, and/or any benefit arising under or
         out of this Agreement and/or the Tax Deed of Covenant, provided that
         the assignee shall not be entitled to receive under this Clause any
         greater amount than that to which the Purchaser would have been
         entitled. 3i shall be entitled to assign the benefit and/or the burden
         of its rights under this Agreement to any other member of the 3i Group.

11.6     Third Party Rights

         A person who is not a party to this Agreement has no right under the
         Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this Agreement save in respect of Clauses 7.7 and 10.

11.7     Variation

         No variation of this Agreement shall be effective unless in writing and
         signed by or on behalf of each of the parties to this Agreement.

11.8     Time of the Essence

         Time shall be of the essence of this Agreement both as regards any
         dates and periods mentioned and as regards any dates and periods which
         may be substituted for them in accordance with this Agreement or by
         agreement in writing between the parties.

11.9     Further Assurances

         11.9.1 At any time after the date of this Agreement the Vendors shall
               and shall use their reasonable endeavours to procure that any
               necessary third party shall at the Vendors' expense execute such
               documents and do such acts and things as the Purchaser may
               reasonably require for the purpose of giving to the Purchaser the
               full benefit of all the provisions of this Agreement.

         11.9.2 At any time after the date of this Agreement 3i shall procure
               that any necessary third party shall at 3i's expense execute such
               documents and do such acts and things as the Purchaser may
               reasonably require for the purpose of giving to the Purchaser the
               full benefit of 3i's proportion of the Shares.

11.10    Books and Records

         The Purchaser shall, and shall procure that the Group shall, retain for
         a reasonable period from Completion and allow the Vendors or the
         Vendors' representatives to have, reasonable access to (and, at the
         Vendors' expense, copies of) the books, records and documents of the
         Group to the extent they relate to the period prior to Completion and
         to the extent reasonably required by the Vendors to comply with any
         relevant law or regulations or in connection with the preparation and
         agreement of any accounting, tax or other records.

                                       21
<PAGE>

11.11    Costs

         The Vendors and 3i shall proportionately bear all costs incurred by
         them and the Group in connection with the preparation, negotiation and
         entry into of this Agreement, the Tax Deed of Covenant and the sale of
         the Shares. The Purchaser shall bear all such costs incurred by it. For
         the avoidance of doubt, the Company shall bear all costs incurred by it
         in respect of the audit of the Audited Accounts.

11.12    Interest

         If the Vendors or the Warrantors or the Purchaser default in the
         payment when due of any sum payable under this Agreement or the Tax
         Deed of Covenant (howsoever determined) the liability of the Vendors or
         the Warrantors or the Purchaser (as the case may be) shall be increased
         to include an amount equal to the interest which would accrue on a
         deposit of such sum bearing interest from the date when such payment is
         due until the date of actual payment (as well after as before judgment)
         at a rate per annum of 2 per cent above the base rate from time to time
         of Barclays Bank PLC, where such interest accrues from day to day and
         is compounded monthly.

11.13    Notices

         11.13.1 Any notice or other communication in connection with this
               Agreement or the Tax Deed of Covenant shall be in writing in
               English (a "Notice") and shall be sufficiently given or served if
               delivered or sent:

              in the case of 3i to:

               91 Waterloo Road
               London SE1 8XP

               Fax: 020 7928 0058

               Attention:

               Company Secretary


              in the case of the Vendors to:

               Moore Stephens Services S.A.M
               L'Estoril
               Block C
               31 Avenue Princess Grace
               MC 98000
               Monaco

               Fax: (377) 93 10 41 21

               Attention: Philip Evans Esq


              in the case of the Warrantors or the Covenantors to:


                                       22
<PAGE>

               Moore Stephens Services S.A.M
               L'Estoril
               Block C
               31 Avenue Princess Grace
               MC 98000
               Monaco

               Fax: (377) 93 10 41 21

               Attention: Philip Evans Esq




             in the case of the Purchaser to:

              25 Farringdon Street
              London EC4A 4AB

              Fax: 020 7489 2207

              Attention: Helen O'Byrne         Company Secretary


         or (in any of the above cases) to such other address or fax
         number in the United Kingdom as the relevant party may have
         notified to the other in accordance with this Clause.

         11.13.2 Any Notice may be delivered by hand or sent by fax or prepaid
               post (first class in the case of service in the United Kingdom
               and airmail in the case of international service). Without
               prejudice to the foregoing, any Notice shall conclusively be
               deemed to have been received on the next working day in the place
               to which it is sent, if sent by fax, or 48 hours from the time of
               posting (if sent by post to an address in the United Kingdom) or
               96 hours from the time of posting (if sent by post to an address
               outside the United Kingdom), or at the time of delivery, if
               delivered by hand.

11.14    Invalidity

         If any term in this Agreement shall be held to be illegal, invalid or
         unenforceable, in whole or in part, under any enactment or rule of law,
         such term or part shall to that extent be deemed not to form part of
         this Agreement but the legality, validity or enforceability of the
         remainder of this Agreement shall not be affected.

11.15    Counterparts

         This Agreement may be entered into in any number of counterparts, all
         of which taken together shall constitute one and the same instrument.
         Any party may enter into this Agreement by signing any such
         counterpart.

                                       23
<PAGE>

11.16    Governing Law and Submission to Jurisdiction

         11.16.1 This Agreement and the documents to be entered into pursuant
               to it, shall be governed by and construed in accordance with
               English law.

         11.16.2 All the parties irrevocably agree that the courts of England
               are to have exclusive jurisdiction to settle any disputes which
               may arise out of or in connection with this Agreement and the
               documents to be entered into pursuant to it and that accordingly
               any proceedings arising out of or in connection with this
               Agreement and such documents shall be brought in such courts. All
               the parties irrevocably submit to the jurisdiction of such courts
               and waive any objection to proceedings in any such court on the
               ground of venue or on the ground that proceedings have been
               brought in an inconvenient forum. This Clause 11.16.2 is for the
               benefit of the Purchaser and shall not limit its right to take
               proceedings in any other court of competent jurisdiction.

11.17    Appointment of Process Agent

         11.17.1 Each of the Vendors hereby irrevocably appoints Philip Evans
               Esq of Moore Stephens, 8/12 Warwick Lane, London EC4P 4BN as its
               agent to accept service of process in England in any legal action
               or proceedings arising out of this Agreement, service upon whom
               shall be deemed valid service whether or not the process is
               forwarded to or received by the Vendors or the Warrantors.

         11.17.2 POH on behalf of the Vendors shall inform the Purchaser, in
               writing, of any change in the address of the process agent of the
               Vendors and the Warrantors within 28 days of such change.

         11.17.3 If such process agent ceases to be able to act as such or to
               have an address in England, each of the Vendors irrevocably
               agrees to appoint a new process agent in England acceptable to
               the Purchaser and to deliver to the Purchaser within 14 days a
               copy of a written acceptance of appointment by the new process
               agent.

         11.17.4 Nothing in this Agreement shall affect the right to serve
               process in any other manner permitted by law.

In witness whereof this Agreement has been duly executed as a deed.



                                       24
<PAGE>



SIGNED and DELIVERED by VALERIE KENDALL as the          /s/ Valerie Kendall
duly authorised attorney of
3i GROUP PLC in the presence of:

Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Russell Webber
RUSSELL WEBBER
as the duly authorised
attorney of DAVID BETSWORTH in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Russell Webber
RUSSELL WEBBER in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Russell Webber
Russell Webber as nominee for HOLLIE
WEBBER in the presence of:
Julia Austin

46 The Avenue

Southampton



                                       25
<PAGE>


SIGNED and DELIVERED by                                 /s/ Russell Webber
Russell Webber as nominee for
ALEXANDER WEBBER in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Sean Kelly

SEAN KELLY as the
duly authorised attorney of
PORT OF HERCULES TRUSTEES LIMITED in the
presence of:

Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Sean Kelly
SEAN KELLY as the duly
authorised attorney of PETER ANTHONY WADE in
the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                 /s/ Jeremy Bridge
JEREMY BRIDGE in the presence of:
Julia Austin

46 The Avenue

Southampton



                                       26
<PAGE>


SIGNED and DELIVERED by                                  /s/ Brian Barton
BRIAN BARTON in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                  /s/ Brian Barton
BRIAN BARTON as the duly authorised
attorney of CAROLINE BARTON in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by                                   /s/ Bruce Rose
BRUCE ROSE in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by JEREMY BRIDGE as the              /s/ Jeremy Bridge
duly authorised
attorney of ANDREW MONK in the presence of:
Julia Austin

46 The Avenue

Southampton




SIGNED and DELIVERED by DINESH DHAMIJA and                /s/ Dinesh Dhamija
HELEN O'BYRNE on                                          /s/ Helen O'Byrne
behalf of
EBOOKERS PLC in
the presence of:
Helen Renea
One Silk Street
London


                                       27
<PAGE>
<TABLE>
<CAPTION>








                                   Schedule 1


                                     Part 1
                    Particulars of Vendors, Shares Sold etc.


(1)                           (2)             (3)                          (4)               (5)               (6)              (7)
Names and Addresses of        Shares Sold     Cash Consideration    Placing Proceeds        Value of          Deferred Cash  Payment
Vendors                                       payable by                                    Consideration     Consideration  under
                                              Purchaser                                     Shares                         3.1.1(ii)
                                                                                                                            Clause

<S>                           <C>                    <C>                    <C>                   <C>               <C>
David Betsworth               278,454         (pound)119,954.07       (pound)473,787.60     (pound)186,408.24 (pound)46,602.06     -
Hambledon                     Ordinary Shares
8 Ettrick Road
Branksome Park
Poole
BH13 6LG

Russell Webber                1,191,408       (pound)494,100.01     (pound)2,665,233.59   (pound)159,515,23 (pound)199,394.03     -
Clarendon House               Ordinary Shares
King Lane
Over Wallop
Stockbridge
SO20 8JQ

Russell Webber as nominee        35,842        (pound)14,864.37        (pound)80,180.17       (pound)4,798.82 (pound)5,998.52     -
for Miss Hollie Webber        Ordinary Shares

Russell  Webber  as  nominee     35,842        (pound)14,864.37        (pound)80,180.17       (pound)4,798.82 (pound)5,998.52     -
for Master Alexander Webber   Ordinary Shares

</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>

<S>                          <C>                   <C>                    <C>                          <C>                 <C>
Port of Hercules             10,988,748     (pound)2,483,888.14    (pound)26,053,587.78       - (pound)1,839,076.78 (pound)2,029,221
Trustees                       Ordinary
Limited                          Shares

c/o Havelot Trust Company
(BVI) Limited
Abbots Building
PO Box 3186
Road Town
Tortola
British Virgin Islands

Jeremy Bridge                 2,520,094     (pound)1,070,437.65     (pound)4,794,038.45  (pound)1,180,936.15(pound)421,762.91      -
15 Estelle Road         Ordinary Shares
Hampstead
London
NW3 2JX

Brian Barton                  916,398 B       (pound)376,367.19     (pound)2,172,718.47                -    (pound)153,368.36      -
17 Eghams Wood Road     Ordinary Shares
Beaconsfield
Buckinghamshire
HP9 1JU
</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>

<S>                           <C>                     <C>                    <C>                                    <C>
Caroline Barton               190,916 B        (pound)78,409.73       (pound)452,649.09                 -    (pound)31,951.70      -
17 Eghams Wood Road     Ordinary Shares
Beaconsfield
Buckinghamshire
HP9 1JU

Bruce Rose                      190,916        (pound)82,243.93       (pound)324,842.29    (pound)127,806.80 (pound)31,951.70      -
19 Falcon Court         Ordinary Shares
Admiral Walk
Carlton Gate
Maida Vale
London

Andrew Monk                     184,425        (pound)79,447.70       (pound)313,797.89    (pound)123,461.47 (pound)30,865.37      -
35 Airedale Avenue      Ordinary Shares
Chiswick
London
W4 2NW

                                     Part 2
                                Particulars of 3i

3i Group plc                1,392,388 A       (pound)571,857.60     (pound)3,301,258.98                -    (pound)233,030.05      -
91 Waterloo Road         Ordinary Shares

London                        1,250,000
SE1 8XP               Preference Shares        (pound)1,252,876                       -                   -                 -      -

</TABLE>

                                       30
<PAGE>
<TABLE>
<CAPTION>


                                     Part 3
                           Particulars of the Company


<S>                                        <C>
Registered Number:                         03957361
Registered Office:                         5 Omega Park, Alton, Hampshire, GU34 2UP
Date and place of incorporation:           Incorporated in England on 22 March 2000
Directors:                                 Peter Anthony Wade
                                           Peter Richard Liney
                                           Jeremy Bridge
                                           Peter Hamilton Bradshaw

Secretary:                                 Peter Hamilton Bradshaw
VAT Number:                                787 42 9866
Tax District and Reference Number:         Winchester 773 71665 17980 A05
Accounting Reference Date:                 31 March
Auditors:                                  Ernst & Young LLP
Solicitors:                                Lamport Bassitt
</TABLE>


                                       31
<PAGE>

Authorised Share Capital:                 (pound)19,175,431 divided into
                                           15,425,729
                                           ordinary Shares of (pound)1.00 each,

                                           1,392,388 A ordinary shares of(pound)
                                           1.00 each,

                                           1,107,314 B ordinary shares of
                                          (pound)1.00 each and

                                           1,250,000 Preference Shares of
                                          (pound)1.00 each

Issued and fully paid-up Share Capital:    (pound)19,175,431 divided into
                                           15,425,729 ordinary  Shares of(pound)
                                           1.00 each,

                                           1,392,388 A ordinary shares of(pound)
                                           1.00 each,

                                           1,107,314 B ordinary shares of
                                           (pound)1.00 each and

                                           1,250,000 Preference Shares of
                                           (pound)1.00 each

Loan Capital:                              Nil




                                       32
<PAGE>



                                     Part 4
                         Particulars of the Subsidiaries
                                  Travelbag PLC



Registered Number:                  01434872

Registered Office:                  5 Omega Park, Alton, Hampshire, GU34 2UP

Date and place of incorporation:    Incorporated in England on 4 July 1979
Directors:                          Peter Hamilton Bradshaw
                                    Nicola Dawn Clarke
                                    Peter Richard Liney
                                    Andrew Mills
                                    Julie Anne Tucker
                                    Peter Anthony Wade
                                    Russell Kevin Webber
Secretary:                          Peter Hamilton Bradshaw

VAT Number:                         329 769 995

Tax District and Reference Number:  Winchester 773 377 300 356 8A09

Accounting Reference Date:          31 March

Auditors:                           Ernst & Young LLP

Solicitors:                         Lamport Bassitt


Authorised Share Capital:           (pound)117,000 divided into 117,000 Ordinary
                                    Shares of (pound)1.00 each

                                       33
<PAGE>

Issued and fully paid-up Share
Capital:                           104,881.00 Ordinary Shares of(pound)1.00 each

Loan Capital:                              Nil




Shareholders                  Beneficial Owners            No. of Shares
Travelbag Holdings Limited                  -               104,881

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









                    Bridge the World Travel Services Limited

Registered Number:                  02332143

Registered Office:                  5 Omega Park, Alton, Hampshire, GU34 2UP

Date and place of incorporation:    Incorporated in England on 30 December 1988

Directors:                          Jeremy Bridge
                                    Bruce Hugh Rose

Secretary:                          Jeremy Bridge

VAT Number:                         329 769 995

Tax District and Reference Number:  Winchester 623 337 832 367 6A04

Accounting Reference Date:          31 March

Auditors:                           Ernst & Young LLP

Solicitors:                         Lamport Bassitt

Authorised Share Capital:           (pound)100,000 divided into 100,000 Ordinary
                                    Shares of (pound)1.00 each

Issued and fully paid-up Share
Capital:                            52,415 Ordinary Shares of(pound)1.00 each

Loan Capital:                       Nil




Shareholders                  Beneficial Owners            No. of Shares
Travelbag Holdings Limited                  -               52,415

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



                                       34
<PAGE>



                         Travelbag Australia Pty Limited



Registered Number:                         090 912 664

Registered Office:                         351 Moorabool Street
                                           GEELONG VIC
                                           3220

Date and place of incorporation:           14/12/1999 & Victoria
Directors:                                 Andrew Bennett
                                           Peter Wade

Secretary:                                 Andrew Bennett

Australian Business Number:                24 090 912 664

Tax File Number:                           33 332 554

Accounting Reference Date:                 31 March


Authorised Share Capital:                  $2

Issued and fully paid-up Share Capital:    2 Ordinary Shares of $1 each




                                       35
<PAGE>


Shareholders                  Beneficial Owners            No. of Shares
Travelbag plc                               -              2



                                       36
<PAGE>







                                   Schedule 2

<PAGE>



                             Completion Obligations

1        Vendors' Obligations

1.1      General
         The Vendors shall deliver or make available the following to the
         Purchaser's Solicitors to be held in escrow in accordance with Clause
         6.1:

         1.1.1 transfers of the Shares duly executed by the registered holders
               in favour of the Purchaser or as it may direct accompanied by the
               relative share certificates (or an express indemnity in a form
               satisfactory to the Purchaser in the case of any certificate
               found to be missing);

         1.1.2 the written resignations of the secretaries of each Group
               Company from his office as secretary in the agreed terms to take
               effect on the date of Completion;

         1.1.3 such waivers or consents as the Purchaser may require signed by
               members of the Company to enable the Purchaser or its nominees to
               be registered as holders of the Shares;

         1.1.4 (for the Purchaser itself and as agent for the Company) the
               certificates of incorporation, corporate seals (if any), cheque
               books, statutory and other books of each Group Company (duly
               written up-to-date), the share certificates in respect of each of
               the Subsidiaries and transfers of all shares in the Subsidiaries
               held by nominees in favour of the Purchaser or as it may direct;

         1.1.5 the Tax Deed of Covenant duly executed by the Covenantors named
               in it;

         1.1.6 all the financial and accounting books and records of each Group
               Company and (for the Purchaser itself and as agent for the
               Company) all title deeds (subject to appropriate undertakings
               being given to Lloyds TSB Bank Plc) and other documentation
               relating to the Properties;

         1.1.7 (if the Purchaser so requires) irrevocable powers of attorney
               (in such form as the Purchaser may reasonably require) executed
               by each of the holders of the Shares in favour of the Purchaser
               to enable the Purchaser (pending registration of the relevant
               transfers) to exercise all voting and other rights attaching to
               the Shares and to appoint proxies for this purpose;

         1.1.8 evidence satisfactory to the Purchaser that the provisions of
               paragraph 6.2 of Schedule 3 ("Arrangements with Connected Persons
               etc.") have been or will be duly complied with prior to the date
               fixed for Completion insofar as they require certain matters to
               be dealt with prior to Completion;

         1.1.9 a duly executed assignment of the trade mark "LITTLE GEMS" to
               Bridge the World Travel Services Limited in the agreed terms;

         1.1.10 evidence satisfactory to the Purchaser that the provisions of
               Clause 5.3 have been complied with; and

         1.1.11 a letter from Mr Brian Taylor to Travelbag plc in relation to
               the domain name e-travelbag.co.uk in the agreed terms.

                                       37
<PAGE>

1.2      Board Resolutions of the Group Companies
         As soon as practicable following satisfaction or waiver of the
         conditions set out in Clause 4.1 (other than the Placing Condition) the
         Vendors shall also procure the passing of Board Resolutions of each
         Group Company, in each case subject to this Agreement becoming
         unconditional in all respects:

         1.2.1 (if so required by the Purchaser) revoking all existing
               authorities to bankers in respect of the operation of its bank
               accounts and giving authority in favour of such persons as the
               Purchaser may nominate to operate such accounts;

         1.2.2 accepting the resignations referred to in paragraph 1.1.2 of
               this Schedule and appointing Helen O'Byrne as the secretary of
               each of the Group Companies;

         1.2.3 approving the registration of the share transfers referred to in
               paragraph 1.1.1 of this Schedule subject only to their being duly
               stamped;

         1.2.4 changing its registered office in accordance with instructions
               given by the Purchaser;

         and shall deliver to the Purchaser's Solicitors duly certified copies
         of such Resolutions to be held in escrow pursuant to Clause 6.1.

1.3      3i's Obligations

         3i shall deliver or make available to the Purchaser's Solicitors to be
         held in escrow in accordance with Clause 6.1 a transfer of the Shares
         it holds in the Company duly executed on its behalf and accompanied by
         the relevant share certificates.

2        Purchaser's Resolutions

         As soon as practicable following satisfaction or waiver of the
         conditions set out in Clause 4.1 (other than the Placing Condition) and
         against compliance by the Vendors with the provisions of paragraphs 1.1
         and 1.2 of this Schedule, the Purchaser shall deliver to the
         Purchaser's Solicitors, to be held in escrow in accordance with Clause
         6.1, copies (certified by the secretary of the Purchaser to be true
         copies) of the resolution of the Purchaser referred to in Clause 4.1.1
         and a resolution of the directors of the Purchaser (i) authorising the
         purchase of the Shares for the consideration and upon the terms set out
         in this Agreement and (ii) allotting and authorising the issue of the
         Consideration Shares pursuant to Clause 3.2, subject to the admission
         of the Consideration Shares to the Official List and the admission of
         the Consideration Shares to trading by the London Stock Exchange and
         such admissions becoming effective.



                                       38
<PAGE>


                                   Schedule 3

<PAGE>



                         Warranties given under Clause 7

1        Authority and Capacity of the Vendors and the Warrantors

1.1      Incorporation

         The Group Companies are companies duly incorporated and validly
existing under their respective laws of incorporation.

1.2      Authority to enter into this Agreement etc.
         Each of the Vendors and the Warrantors and, in the case of the Tax Deed
         of Covenant, each of the Covenantors, has the legal right and full
         power and authority to enter into and perform this Agreement and any
         other documents to be executed by the Vendors and the Warrantors
         pursuant to or in connection with this Agreement which when executed
         will constitute valid and binding obligations on each Vendor,
         Covenantor and Warrantor, in accordance with their respective terms.

1.3      No Breach
         The execution and delivery of, and the performance by the Vendors and
         the Warrantors, or in the case of the Tax Deed of Covenant the
         Covenantors, of their obligations under, this Agreement and the Tax
         Deed of Covenant and any other documents to be executed by the Vendors
         and the Warrantors pursuant to or in connection with this Agreement
         will not and are not likely to:

         1.3.1 result in a breach of any provision of the memorandum or
               articles of association or other relevant constitutional
               documents of any Vendor or Group Company; or

         1.3.2 so far as the Warrantors are aware result in a breach of or give
               any third party a right to terminate or modify, or result in the
               creation of any Encumbrance under, any agreement, licence or
               other instrument or result in a breach of any order, judgment or
               decree of any Court, governmental agency or regulatory body to
               which any of the Vendors or Group Companies is expressly a party
               or by which any of the Vendors or any of their respective assets
               or Group Companies is expressly bound.

1.4      The Shares

         The Vendors are entitled to sell and transfer to the Purchaser the full
         legal and beneficial ownership of the Shares set opposite their names
         in Part 1 of Schedule 1 on the terms of this Agreement without the
         consent of any third party. The Shares comprise the whole of the
         allotted and issued share capital of the Company, have been properly
         and validly allotted and issued and are each fully paid.

1.5      Pre-emption etc.

         No person has the right (whether exercisable now or in the future and
         whether contingent or not) to call for the allotment, conversion,
         issue, sale or transfer of any share or loan capital or any other
         security giving rise to a right over the capital of any Group Company
         under any option or other agreement (including conversion rights and
         rights of pre-emption) and there are no Encumbrances on the shares of
         any Group Company or any arrangements or obligations to create any
         Encumbrances.

                                       39
<PAGE>

2        Accuracy and Adequacy of Information Disclosed to the Purchaser

2.1      Disclosure Letter

         All information contained in Schedule 1 to in this Agreement and all
         factual information contained in paragraph 3 of the Disclosure Letter
         is true, complete and accurate in all material respects and not
         misleading. This Warranty shall not apply in relation to the contents
         of any documents referred to in the Disclosure Letter. To the extent
         that a disclosure in the Disclosure Letter has application to a
         Warranty which is qualified by reference to the awareness of the
         Warrantors, this Warranty shall be similarly qualified.

2.2      Documents

         The documents referred to in the list attached to the Disclosure Letter
         are true copies of the originals and none of such documents has been
         amended, modified or superseded in any material respect.

3        Accounts and Records

3.1      Latest Accounts

         The Audited Accounts have been prepared in accordance with applicable
         law and in accordance with accounting principles, standards and
         practices generally accepted at the date of this Agreement in the
         United Kingdom and, subject thereto, on a basis consistent with that
         adopted in preparing the audited accounts for the previous two
         financial periods so as to give a true and fair view of the assets,
         liabilities and state of affairs of each of the Group Companies and of
         the Group as a whole at the Balance Sheet Date and of the profits or
         losses for the period concerned and as at that date make (in accordance
         with the Companies Act 1985 and relevant accounting standards and
         practices):

         3.1.1 proper provision for actual liabilities;

         3.1.2 proper provision (or note in accordance with good accountancy
               practice) for all contingent liabilities; and

         3.1.3 provision reasonably regarded as adequate for all bad and
               doubtful debts.

3.2      Management Accounts

         The Management Accounts have been prepared in accordance with the
         accounting policies used in preparing the Audited Accounts applied on a
         consistent basis and have been prepared with due care.

3.3      Accounting and other Records

         The statutory books and books of account of each Group Company are
         up-to-date and maintained in accordance with all applicable legal
         requirements on a proper and consistent basis and so far as the
         Warrantors are aware contain complete and accurate records in all
         material respects of all matters required to be dealt with in such
         books and all such books and all other documents (including documents
         of title and copies of all subsisting agreements to which any Group
         Company is a party) which are the property of each Group Company or
         ought to be in its possession are in its possession (or under its
         control) and no notice or allegation that any is incorrect or should be
         rectified has been received. All documents and returns required by law
         to be filed by the Companies Act 1985 have been duly and correctly
         filed.

                                       40
<PAGE>

4        Changes since Balance Sheet Date

         Since the Balance Sheet Date as regards each Group Company:

         4.1.1 there has been no material adverse change in its financial or
               trading position;

         4.1.2 its business has been carried on in the ordinary and usual
               course, without any material interruption or alteration in its
               nature, scope or manner, other than those that affect businesses
               of a similar nature to that carried on by the Group and so as to
               maintain the same as a going concern;

         4.1.3 it has not entered into any transaction or assumed or incurred
               any liabilities (including contingent liabilities) or made any
               payment not provided for in the Audited Accounts otherwise than
               in the ordinary and usual course of carrying on its business;

         4.1.4 no dividend or other distribution has been declared, made or
               paid to its members except as provided for in the relevant
               balance sheet;

         4.1.5 no share or loan capital or any other security giving rise to a
               right over the capital has been allotted or issued or agreed to
               be allotted or issued;

         4.1.6 it has not redeemed or purchased or agreed to redeem or purchase
               any of its share capital;

         4.1.7 it has not made or received any surrender relating to group
               relief or any surrender of a tax refund;

         4.1.8 no insurance claims have been refused or settled below the
               amount claimed;

         4.1.9 no Group Company has made any gifts in excess of(pound)1,000
               (whether by way of payment of sums of money or the transfer of
               assets) to any third party;

         4.1.10 no Group Company (other than in relation to other Group
               Companies) has given, or agreed to give, a guarantee, indemnity
               or other agreement to secure, or incurred financial or other
               obligations with respect to, another person's obligations;

         4.1.11 no Group Company has incurred any additional borrowings or
               other indebtedness otherwise than in the ordinary course of
               business;

         4.1.12 no bonuses relating to the sale of the Group or retention
               bonuses or any other bonuses to directors, officers or Senior
               Employees of any Group Company have been granted or made; and

         4.1.13 no Group Company has changed its accounting reference period.

5        Legal Matters

5.1      Compliance with Laws

         So far as the Warrantors are aware, each of the Group Companies has
         carried on and is carrying on its business and operations so that there
         have been no breaches of applicable laws, regulations and bye-laws in
         each country in which it is carried on and, so far as the Warrantors
         are aware, there have not been and are not any breaches by any Group
         Company of its constitutional documents and there has not been and no
         Group Company has been notified of any investigation or enquiry by, or



                                       41
<PAGE>

         order, decree, decision or judgment of, any court, tribunal,
         arbitrator, governmental agency or regulatory body outstanding or
         anticipated against any Group Company or any person for whose acts or
         defaults it may be vicariously liable, nor has any Group Company
         received any notice or other communication (official or otherwise) from
         any court, tribunal, arbitrator, governmental agency or regulatory body
         with respect to an alleged actual or potential violation and/or failure
         to comply with any such applicable law, regulation, bye-law or
         constitutional document, or requiring it to take or omit any action. So
         far as the Warrantors are aware, each Group Company has complied with
         all requirements of the Association of British Insurers relating to the
         sale by it of travel insurance policies.

5.2      CAA, ABTA and IATA

         5.2.1 CAA

                 Each Group Company which holds an ATOL is in compliance with
                 the Schedule of Terms and Conditions included in its ATOL(s),
                 with the result that, inter alia, such Group Company meets the
                 qualifications to remain an ATOL holder. All documentary
                 filings required to be made by any such Group Company by the
                 CAA are up-to-date, complete and accurate.

         5.2.2 ABTA

                 Each Group Company which is an ABTA Member is in compliance
                 with all relevant parts of the Articles of Association of ABTA,
                 with the result that, inter alia, such Group Company meets the
                 qualifications to remain an ABTA Member. So far as the
                 Warrantors are aware, no reviews by the Membership Committee,
                 Board of Directors or Appeal Board of ABTA regarding any such
                 Group Company's membership are pending. So far as the
                 Warrantors are aware, no alleged infringements of the Code of
                 Conduct by any such Group Company are under investigation by
                 the Secretariat or review by the Code of Conduct Committee or
                 Appeal Board. All documentary filings required to be made by
                 any such Group Company under the Articles of Association, and
                 by ABTA, are up-to-date, complete and accurate.

         5.2.3 IATA

                 Each Group Company which is an IATA Accredited Agent is in
                 compliance with all Passenger Agency Conference Resolutions
                 applicable to Accredited Agents, with the result that, inter
                 alia, it meets the qualifications to remain an IATA Accredited
                 Agent. So far as the Warrantors are aware, no reviews by the
                 Travel Agency Commissioner are pending in relation to any such
                 Group Company. So far as the Warrantors are aware, no reviews
                 by the Arbitration Board are pending in relation to decisions
                 of the Travel Agency Commissioner in relation to any such Group
                 Company. All documentary filings required by Passenger Agency
                 Conference Resolutions, and IATA, in relation to any such Group
                 Company are up-to-date, complete and accurate.

5.3      Litigation

         5.3.1 No Group Company (or any person for whose acts or defaults a
               Group Company may be vicariously liable) is involved whether as
               claimant or defendant or other party in any claim, legal action,
               proceeding, suit, litigation, prosecution, investigation, enquiry
               or arbitration (other than as claimant in the collection of debts


                                       42
<PAGE>

               arising in the ordinary and usual course of its business none of
               which exceeds (pound)25,000) and (so far as the Warrantors are
               aware) no such claim, legal action, proceeding, suit, litigation,
               prosecution, investigation, enquiry or arbitration is pending or
               threatened by or against any Group Company (or any person for
               whose acts or defaults a Group Company may be vicariously
               liable).

         5.3.2 So far as the Warrantors are aware, there are no investigations,
               disciplinary proceedings or other circumstances likely to lead to
               any such claim or legal action, proceeding, suit, litigation,
               prosecution, investigation, enquiry or arbitration.

5.4      Environmental, Health and Safety and Products Liability

         5.4.1 For the purposes of this paragraph 5.4:

         "Environment" means all or any of the following media (alone or in
         combination): air (including the air within buildings and the air
         within other natural or man-made structures whether above or below
         ground); water (including water under or within land or in drains or
         sewers); soil and land and any ecological systems and living organisms
         supported by these media;

         "Environmental Authority" means any legal person or body of persons
         (including any government department or government agency or court or
         tribunal) having jurisdiction to determine any matter arising under
         Environmental Law and/or relating to the Environment;

         "Environmental Law" means all applicable laws (including, for the
         avoidance of doubt, common law), statutes, regulations, statutory
         guidance notes and final and binding court and other tribunal decisions
         of any relevant jurisdiction in force in the relevant jurisdiction at
         Completion whose purpose is to protect, or prevent pollution of, the
         Environment or to regulate emissions, discharges, or releases of
         Hazardous Substances into the Environment, or to regulate the use,
         treatment, storage, burial, disposal, transport or handling of
         Hazardous Substances, and all bye-laws, codes, regulations, decrees or
         orders issued or promulgated or approved thereunder or in connection
         therewith to the extent that the same have force of law at Completion;

         "Environmental Permit" means any licence, approval, authorisation,
         permission, notification, waiver, order or exemption which is issued,
         granted or required under Environmental Law which is material to the
         operation of the business of the Group on or before Completion; and
         "Hazardous Substances" means any wastes, pollutants, contaminants and
         any other natural or artificial substance (whether in the form of a
         solid, liquid, gas or vapour) which is capable of causing harm or
         damage to the Environment or a nuisance to any person.

         5.4.2 So far as the Warrantors are aware, each Group Company is
               conducting, and has conducted, the business of the Group in
               compliance with Environmental Law.

         5.4.3 So far as the Warrantors are aware, all Environmental Permits:

         (i)  have been obtained;

         (ii) are in force; and

         (iii) have been complied with.

                                       43
<PAGE>

         5.4.4 No Group Company has received any written notice of any civil,
               criminal, regulatory or administrative action, claim,
               investigation or other proceeding or suit relating to
               Environmental Law or Environmental Permits.

         5.4.5 No Group Company has received written notice that either (i) an
               Environmental Authority is intending to revoke, suspend, vary or
               limit any Environmental Permits or (ii) any amendment to any
               Environmental Permit is required to enable the continued
               operation of the business of the Group.

5.5      Insolvency etc.

         5.5.1 No order has been made, petition presented, resolution passed or
               meeting convened for the winding up (or other process whereby the
               business is terminated and the assets of the company concerned
               are distributed amongst the creditors and/or shareholders or
               other contributories) of any Group Company and there are no cases
               or proceedings under any applicable insolvency, reorganisation,
               or similar laws in any jurisdiction concerning any Group Company
               and no events have occurred which, under applicable laws, would
               justify any such cases or proceedings.

         5.5.2 No petition has been presented or other proceedings have been
               commenced for an administration order to be made (or any other
               order to be made by which during the period it is in force, the
               affairs, business and assets of the company concerned are managed
               by a person appointed for the purpose by a Court, governmental
               agency or similar body) in relation to any Group Company, nor has
               any such order been made.

         5.5.3 No receiver (including an administrative receiver), liquidator,
               trustee, administrator, custodian or similar official has been
               appointed in any jurisdiction in respect of the whole or any part
               of the business or assets of any Group Company and no step has
               been taken for or with a view to the appointment of such a
               person.

         5.5.4 No Group Company or Warrantor is insolvent or unable to pay its
               or his debts as they fall due.

5.6      Data Protection

         5.6.1 So far as the Warrantors are aware, each Group Company has
               complied in the last three years with applicable requirements
               (including notification requirements) of the Data Protection Act
               1998.

         5.6.2 No notice alleging non-compliance with the Data Protection Act
               1998 (including any enforcement notice, deregistration notice or
               transfer prohibition notice) has been received by any of the
               Group Companies from the Office of the Information Commissioner.

         5.6.3 No undertaking has been made by any Group Company to the Office
               of the Information Commissioner.

         5.6.4 No correspondence, dispute, enquiry or Information Notice has
               been made or audit undertaken or, so far as the Warrantors are
               aware, proposed by the Office of the Information Commissioner in
               relation to a Group Company.

                                       44
<PAGE>

         5.6.5 Where required by the Data Protection Act 1998, each Group
               Company has, so far as the Warrantors are aware, obtained valid
               consents for activities requiring the processing of personal data
               (including direct marketing activities).

         5.6.6 No Group Company has any outstanding subject access requests or
               outstanding court orders in respect of the rectification or
               erasure of personal data.

         5.6.7 No Group Company has been involved in a dispute with an
               individual (including any written claim for compensation) and no
               compensation or other form of remedial action has been taken in
               respect of any infringement or allegation of any infringement of
               applicable Data Protection Act 1998 in the previous three years.

         5.6.8 No Group Company has conducted any interception, monitoring or
               recording of any communications on any network under its control
               in breach of the Data Protection Act 1998 within the last three
               years.

6        Trading and Contractual Arrangements

6.1      Capital Commitments

         There are no material capital commitments entered into or proposed by
         any of the Group Companies. For these purposes, a material capital
         commitment is one involving capital expenditure of over (pound)25,000,
         exclusive of VAT.

6.2      Arrangements with Connected Persons etc.

         6.2.1 There is no indebtedness (actual or contingent) exceeding in
               each case (pound)25,000 and arising other than in the ordinary
               course of business nor any indemnity, guarantee or security
               arrangement between any Group Company or Vendor or any current or
               former employee, current or former director or any current or
               former consultant of any Group Company or any person connected
               with any of such persons.

         6.2.2 With the exception of matters relating to terms of employment
               and remuneration in each case entered into in the ordinary course
               of business of the relevant Group Company, no Group Company is or
               has been party to any contract, arrangement or understanding with
               (i) any current or former employee, current or former director or
               any current or former consultant of any Group Company or any
               person connected with any of such persons, or (ii) in which
               current or former employee, current or former director or any
               current or former consultant of any Group Company or any person
               connected with any of such persons is interested (whether
               directly or indirectly).

         6.2.3 There are no existing contracts or arrangements between or
               involving any Group Company and any of the Vendors and/or any
               director of any Group Company and/or any person connected with
               any of them.

6.3      Contracts

         6.3.1 No Group Company is, or has been, party to any contract of a
               value which has material consequences in terms of expenditure or
               revenue expectations which:

               (i)  is not wholly on an arm's length basis;

                                       45
<PAGE>

               (ii) is of a long-term nature (that is, unlikely to have been
                    fully performed in accordance with its terms more than six
                    months after the date it was entered into or undertaken or
                    incapable of termination by the relevant Group Company on
                    six months' notice or less);

               (iii) cannot readily be fulfilled or performed on time without
                    abnormal expenditure of money or effort;

               (iv) involves, or is likely to involve, the supply of goods or
                    services, the aggregate sales value of which (exclusive of
                    VAT) will be more than 10 per cent of turnover of the
                    business of the Group (exclusive of VAT) for the preceding
                    financial year.

         6.3.2 None of the Group Companies:

               (i)  is or has been party to any agency, distributorship,
                    marketing, purchasing, manufacturing or licensing agreement
                    or arrangement or any agreement or arrangement which
                    materially restricts its freedom to carry on its business in
                    any part of the world in such manner as it thinks fit; or

               (ii) is, or has agreed to become, a member of any joint venture,
                    consortium, partnership or other unincorporated association
                    (other than a recognised trade association).

6.4      Compliance with Agreements

         All material contracts, leases, tenancies, licences, concessions and
         agreements to which any of the Group Companies is a party are, so far
         as the Warrantors are aware, valid, binding and enforceable obligations
         of the parties thereto and, so far as the Warrantors are aware, the
         terms thereof have been complied with by the relevant Group Company and
         by all the other parties thereto and there are, so far as the
         Warrantors are aware, no grounds for rescission, avoidance or
         repudiation of any material contracts, leases, tenancies, licences,
         concessions or agreements and, so far as the Warrantors are aware, no
         notice of termination or of intention to terminate has been received in
         respect of any thereof.

6.5      Anti-Trust

         So far as the Warrantors are aware, no Group Company is a party to any
         agreement, arrangement or concerted practice or is carrying on any
         practice which in whole or in part contravenes or is invalidated by any
         anti-trust, fair trading, consumer protection or similar legislation in
         any jurisdiction or in respect of which any filing, registration or
         notification is required or is advisable pursuant to such legislation
         (whether or not the same has in fact been made).

6.6      Guarantees etc.

         Save as disclosed in the Audited Accounts, there is not outstanding any
         guarantee, bond, indemnity or suretyship given by or for the benefit of
         any Group Company.

7        Employees etc.

7.1      Employees and Terms of Employment

         7.1.1 There were no employees employed in the Group Companies as at 13
               January 2003 other than those whose details are set out in the
               Disclosure Letter.

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<PAGE>

         7.1.2 There is not in existence any contract of employment with any
               director or employee of any Group Company, nor any consultancy
               agreements with any Group Company, which cannot be terminated by
               three months' notice or less (or by payment in lieu of notice for
               three months or less) without giving rise to any claim for
               damages or compensation (other than a statutory redundancy
               payment or statutory compensation for unfair dismissal or
               otherwise under the Employment Rights Act 1996).

         7.1.3 The Disclosure Letter contains full details, in relation to each
               Group Company, of:

          (i)  the total number of employees as at 13 January 2003 (including
               those who are on maternity or paternity leave or absent on the
               grounds of disability or other long-term leave of absence, and
               have or may have a statutory or contractual right to return to
               work in a Group Company);

          (ii) the name, date of commencement of employment, period of
               continuous employment, location, salary and other contractual or
               non-contractual benefits of each Senior Employee;

          (iii) where any employee has been or is continuously absent from work
               for a period in excess of one month within the last six months,
               the reason for the absence and the likely length of any such
               absence;

          (iv) the terms of the contract of employment of each Senior Employee;
               and

          (v)  the terms of all consultancy agreements.

         7.1.4 There are no proposals to terminate the employment or
               consultancy of any Senior Employees or consultants of any Group
               Company or to vary or amend their terms of employment or
               consultancy (whether to their detriment or benefit).

         7.1.5 There are no terms of employment for employees at any Group
               Company or consultancy agreements with any Group Company or terms
               of appointment for directors of any Group Company which provide
               that a change in control of any Group Company (however change in
               control may be defined in the said document, if at all) shall
               entitle the said employee, consultant or director to treat the
               change in control as amounting to a breach of the contract or
               entitling him to any payment or benefit whatsoever or entitling
               him to treat himself as redundant or dismissed or released from
               any obligation.

         7.1.6 Neither of the Companies has given or received notice of the
               termination of employment of any Senior Employee who will be
               employed at Completion.

7.2      Payments on Termination

         Since the Balance Sheet Date:

         7.2.1 no liability has been or may be incurred by any Group Company in
               relation to the employment, previous employment, or termination
               of employment of any employee or former employee of any Group
               Company or consultancy with any employee or consultant including,
               without limitation, redundancy payments, protective awards,
               compensation for wrongful dismissal or unfair dismissal or for
               failure to comply with any order for the reinstatement or
               re-engagement of any employee and there are no facts or
               circumstances so far as the Warrantors are aware which can be
               reasonably expected to incur any such liability;

                                       47
<PAGE>

         7.2.2 no Group Company has made or agreed to make any payment or
               provided or agreed to provide any benefit to any employee or
               former employee of any Group Company or any dependant of any such
               employee or former employee or to any consultant or former
               consultant in connection with the proposed termination or
               suspension of employment or variation of any contract of
               employment of any such employee or former employee or consultancy
               agreement of any consultant or former consultant; and

         7.2.3 there are no amounts (including without limitation) amounts in
               respect of holiday pay, bonus, commission, salary accrued and
               payable in respect of past service owing or promised to any
               present or former directors or employees of any Group Company
               other than salary accrued are not payable or for reimbursement of
               expenses.

7.3      Trade Disputes

         No Group Company is involved in, and, so far as the Warrantors are
         aware, there are no circumstances likely to give rise to, any
         industrial or trade dispute or any dispute or negotiation regarding a
         claim of material importance with any trade unions, works council,
         staff association or other similar organisation or other body (in any
         such case whether or not recognised by any of the Group Companies for
         collective bargaining or other negotiating purposes) representing any
         of the employees.

7.4      Incentive Schemes

         7.4.1 The Vendors have provided to the Purchaser copies of the rules
               and other documentation relating to all share incentive, share
               option, profit sharing, bonus or other incentive arrangements for
               or affecting any employees or other workers or former employees
               or other former workers of any of the Group Companies, together
               with full details of all awards and options granted and the total
               potential liability in respect of such awards and options.

         7.4.2 No Group Company is or may become liable for any National
               Insurance contributions arising out of the grant, exercise or
               release of such awards and options which are not fully provided
               for in the Audited Accounts.

         7.4.3 In respect of all share incentive, share option, profit sharing,
               bonus or other incentive arrangements for or affecting any
               employees or other workers or former employees or other former
               workers of any of the Group Companies, the Vendors have properly
               complied with all requirements in relation to PAYE and National
               Insurance contributions including making such deductions as are
               required by law from all payments made or deemed to be or treated
               as made by it or on its behalf and by duly accounting to the
               Inland Revenue for all sums so deducted and for all other amounts
               for which it is required to account under the PAYE and National
               Insurance contributions systems.

         7.4.4 There are no share incentive, share option, profit sharing,
               bonus or other incentive arrangements in existence in relation to
               the Group except for those disclosed under paragraph 7.4.1 above.

         7.4.5 The options granted to James Bell and Bruce Rose over shares in
               Bridge the World Travel Services Limited have lapsed.

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<PAGE>

7.5      Pensions

         7.5.1 The Vendors' Schemes are the only schemes to which the Group
               Companies make or could become liable to make payments for
               providing retirement, death, disability or life assurance
               benefits. No proposal has been announced to establish any other
               scheme for providing any such benefits and the Group Companies do
               not provide and have not promised to provide any such benefits
               except under the Vendors' Schemes.

         7.5.2 The Vendors' Schemes are exempt approved schemes within the
               meaning of Chapter I or Chapter IV (as appropriate) of Part XIV
               of the Income and Corporation Taxes Act 1988. Members of the
               Vendors' Schemes are not contracted-out of the State Earnings
               Related Pension Scheme. The Vendors' Schemes comply with, and
               have been managed in accordance with all applicable laws,
               regulations and requirements.

         7.5.3

                 There are attached to the Disclosure Letter full details of all
                 benefits and contributions payable under the Vendors' Schemes.
                 No power to increase those benefits or to provide different
                 benefits has been exercised, and there are no circumstances in
                 which there is a practice of exercising such a power under the
                 Vendors' Schemes. In particular, the Group Companies have never
                 undertaken and there is no obligation under the Vendors'
                 Schemes to provide a minimum level of benefits or any defined
                 level of benefits in respect of any person.

         7.5.4 The membership data relating to the Vendors' Schemes has been
               supplied to the Purchaser and is complete and accurate.

         7.5.5 The Vendors have notified the Purchaser in the Disclosure Letter
               of the rate at which contributions to the Vendors' Scheme are
               being paid and the basis on which they are calculated, and
               whether they are paid in advance or in arrear. All amounts due to
               the Vendors' Schemes have been paid. There is no obligation on
               the Group Companies to contribute to the Bridge the World Travel
               Services Executive Pension Scheme.

         7.5.6 There are attached to the Disclosure Letter copies of:

               (i)  the two latest funding reports of the Vendors' Schemes;

               (ii) the two latest annual reports and accounts of the Vendors'
                    Schemes;

               (iii) all reports relating to the investment of the assets of the
                    Vendors' Schemes during the last year and a list showing
                    each asset of the Vendors' Schemes and its market value as
                    at a date no earlier than one month before the date of this
                    Agreement;

               (iv) all agreements with any person for the provision of services
                    relating to the Vendors' Schemes;

               (v)  all insurance contracts relating to the Vendors' Schemes;

         7.5.7 The lump sum death in service benefits promised under the
               Vendors' Schemes are fully insured and the Vendors know of no
               reason why an insurer would seek to void the insurance policies.

                                       49
<PAGE>

         7.5.8 The Group Companies have complied with Section 3 of the Welfare
               Reform and Pensions Act 1999 (the "WRPA") and in particular
               without limitation have:

               (i)  designated a stakeholder pension scheme the scheme for the
                    purposes of that section;

               (ii) (conducted all requisite prior consultations with the
                    relevant employees and any organisations representing them;

               (iii) supplied the relevant employees with all information
                    referred to in Section 3(3) of the WRPA; and

               (iv) complied with Section 3(5) of the WRPA and the regulations
                    therein referred to and all other requirements in respect of
                    deductions and payment of contributions by the relevant
                    employees from their remuneration.

         7.5.9 The Bridge the World Travel Services Limited Executive Pension
               Scheme is and has always been operated in accordance with The
               Retirement Benefits Schemes (Restriction on Discretion to
               Approve) (Small Self-Administered Schemes) Regulations 1991.
               Within the investments of The Bridge the World Travel Services
               Limited Executive Pension Scheme, there are no assets which are
               loans to or from any Group Company, shares in any Group Company
               or property which is occupied by any Group Company.

         7.5.10 No assets have been withdrawn from the Vendors' Schemes (except
               to pay benefits) since the effective date of the list of assets
               referred to in paragraph 7.5.6(iii).

         7.5.11 The Self Invested Personal Pensions in respect of Jeremy
               Bridge, Brian Barton and Bruce Rose (the "SIPPS") do not hold any
               investments relating to the Group Companies (including but not
               limited to interests in property). There is no and never has been
               any obligation on the Group Companies to contribute to the SIPPS.

         7.5.12 All taxes and expenses relating to the Vendors' Schemes have
               been paid and no services have been rendered or requested which
               have not been paid for.

         7.5.13 There is no dispute about the benefits payable under the
               Vendors' Schemes, no claim by or against the trustees of the
               Vendors' Schemes or any of the participating employees has been
               made or threatened, and there are no circumstances which might
               give rise to any such dispute or claim. There is currently no
               ongoing correspondence with the Occupational Pensions Regulatory
               Authority ("OPRA") on any matter which under the Pensions Act
               1995, OPRA would have the power to invoke either Section 3 or
               Section 10 of such Act applying to the Trustees of the Vendors'
               Schemes or an employer participating in them.

8        Taxation Matters

8.1      Returns, Information and Clearances

         8.1.1 All returns, computations, notices and information which are or
               have been required to be made or given by each Group Company for
               any Taxation purpose (i) have been made or given within the
               requisite periods and on a proper basis and are up-to-date and
               correct and (ii) none of them is, or, so far as the Warrantors
               are aware, is likely to be, the subject of any dispute with the
               Inland Revenue or other Taxation authorities.

                                       50
<PAGE>

         8.1.2 Each Group Company is in possession of sufficient information to
               enable it to compute its liability to Taxation insofar as it
               depends on any Transaction occurring on or before Completion.

8.2      Taxation Claims, Liabilities and Reliefs

         8.2.1 So far as the Warrantors are aware (for the purposes of this
               Clause 8.2.1 the Warrantors shall not be required to make any
               enquiries from any other person and Clause 1.3 of the Agreement
               shall not apply to this Clause 8.2.1), no relief (whether by way
               of deduction, reduction, set-off, exemption, postponement,
               roll-over, hold-over, repayment or allowance or otherwise) from,
               against or in respect of any Taxation has been claimed and/or
               given to any Group Company which could or might be effectively
               withdrawn, postponed, restricted, clawed back or otherwise lost
               as a result of any act, omission, event or circumstance arising
               or occurring at or at any time after Completion within the
               ordinary course of business.

         8.2.2 There are set out in the Disclosure Letter, with express
               reference to this paragraph, full particulars of any arrangements
               ("Group Payment Arrangements") entered into between any Group
               Company and the Inland Revenue pursuant to Section 36 Finance Act
               1998.

         8.2.3 Each Group Company has duly paid all instalments of corporation
               tax due and payable prior to Completion within the appropriate
               time limits. The calculation of the total liability of a Group
               Company for a relevant accounting period starting prior to
               Completion in accordance with the provisions of the Corporation
               Tax (Instalment Payments) Regulations 1998 (the "CT Regulations")
               was made on the basis of information that was complete and
               accurate in all material respects at the time that such liability
               was required to be calculated for the purposes of the CT
               Regulations.

               So far as the Warrantors are aware, nothing has been done which
               may cause Paragraph 14 of the CT Regulations (anti-avoidance
               provision) to apply in relation to a Group Company.

         8.2.4 No Group Company has taken any action which has had, or, so far
               as the Warrantors are aware, will have, the result of altering,
               prejudicing or in any way disturbing any arrangement or agreement
               which it has previously had with the Inland Revenue or HM Customs
               and Excise or other Taxation Authorities.

         8.2.5 There are set out in the Disclosure Letter, with express
               reference to this paragraph, full particulars of any agreement,
               arrangement or election between any Group Company and the Inland
               Revenue as a result of which the relevant Group Company has
               failed to comply with its statutory obligations.

8.3      Company Residence

         Each Group Company other than Travelbag (Australia) Pty Ltd has been
         resident for tax purposes in the United Kingdom and nowhere else at all
         times since its incorporation and will be so resident at Completion.
         Travelbag (Australia) Pty Ltd has been resident for tax purposes in a
         state within the Commonwealth of Australia and nowhere else at all
         times since its incorporation and will be so resident at Completion.

                                       51
<PAGE>

8.4      Replacement of Business Assets

         No claim has been made under Section 152, 153, 154 or 175 TCGA or any
         other section which would affect the amount of any gain accruing or
         being treated as accruing on a disposal of an asset of any Group
         Company.

8.5      Base Values and Costs of Acquisition

         So far as the Warrantors are aware, if each of the assets (other than
         trading stock) or the plant and machinery taken as a whole of each
         Group Company was disposed of for a consideration equal to the book
         value of that asset or, as appropriate, plant and machinery in, or
         adopted for the purposes of the Audited Accounts, no liability to
         corporation tax on chargeable gains or balancing charge under the
         Capital Allowances Act 2001 not fully provided for in the Audited
         Accounts would arise; and, for the purpose of determining corporation
         tax on chargeable gains, there shall be disregarded any relief and
         allowances available to the Group Company concerned other than amounts
         falling to be deducted under Section 38 TCGA.

8.6      PAYE and National Insurance

         Each Group Company has operated the PAYE and National Insurance
         contributions systems by making such deductions as are required by law
         from all payments made or deemed to be or treated as made by it or on
         its behalf, and by duly accounting to the Inland Revenue for all sums
         so deducted and for all other amounts for which it is required to
         account under the PAYE and National Insurance contributions systems.

8.7      Depreciatory Transactions and Value Shifting

         No asset owned by any Group Company has at any time since its
         acquisition by that or any other Group Company or any company which has
         at any time been a member of a group (as defined from time to time for
         any Taxation purpose) of which the Group Company has at any time been a
         member been subjected to a reduction in value such that any allowable
         loss arising on its disposal is likely to be reduced or eliminated or
         that chargeable gain arising on its disposal is likely to be increased.

8.8      Value Added Tax ("VAT")

         8.8.1 Since the Balance Sheet Date each Group Company has complied
               with all statutory requirements, orders, provisions, directions
               or conditions relating to value added tax and all other sales or
               turnover taxes in any relevant jurisdiction, including (for the
               avoidance of doubt) the terms of any agreement reached with the
               Commissioners of HM Customs & Excise.

         8.8.2 There are set out in the Disclosure Letter, with express
               reference to this paragraph, particulars of:

               (i)  any land in which a Group Company has an interest and in
                    relation to which an election has so far as the Warrantors
                    are aware been made to waive exemption from VAT pursuant to
                    the provisions of Schedule 10 Value Added Tax Act 1994; and

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               (ii) any buildings or civil engineering works owned by any Group
                    Company and completed for the purposes of Group 1, Schedule
                    9 Value Added Tax Act 1994 within the last three years.

         8.8.3 Each Group Company has not at any time been a member of a Group
               Registration made pursuant to Sections 43 to 43C Value Added Tax
               Act 1994 (other than a group registration all of the other
               members of which were Group Companies).

         8.9  Surrenderable Relief

         8.9.1 No Group Company is liable (other than to any other Group
               Company) to repay in whole or in part any payment for a
               Surrenderable Relief received pursuant to any agreement entered
               into on or before Completion.

         8.9.2 Each Group Company has received all payments (other than
               payments due from another Group Company) for the surrender of a
               Surrenderable Relief to the extent that such payment was taken
               into account as an asset in the Audited Accounts.

         For the purposes of this paragraph, "Surrenderable Relief" means any
         (i) group relief pursuant to Sections 402-413 TA, (ii) advance
         corporation tax surrenderable under Section 240 TA, (iii) tax refund
         surrenderable pursuant to Section 102 Finance Act 1989 (as amended by
         regulations), (iv) relievable tax surrenderable pursuant to regulations
         made under Section 806H TA, (v) utilisation of losses pursuant to an
         election under Section 171A TCGA, and (vi) any other Relief (as defined
         in the Tax Deed of Covenant) surrenderable between members of a group
         for Taxation purposes under equivalent or similar legislation in any
         jurisdiction other than the United Kingdom.

9        Assets (other than the Properties and Intellectual Property)

9.1      Ownership of the Group Companies

         The Company, or (where specified) a Group Company, is the sole
         beneficial owner of all the issued or allotted shares of the
         Subsidiaries listed in Part 4 of Schedule 1 free from all Encumbrances
         and all such shares are fully paid or credited as fully paid.

9.2      Subsidiaries, Associates and Branches

         No Group Company:

         9.2.1 is the holder or beneficial owner of, or has agreed to acquire,
               any share or loan capital of any other company (whether
               incorporated in the United Kingdom or elsewhere) other than the
               Subsidiaries set out in Part 4 of Schedule 1;

         9.2.2 has any branch, division, establishment or operations outside
               the jurisdiction in which it is incorporated; or

         9.2.3 has or has had any associate (that is to say, an entity which
               falls to be treated as such for the purposes of FRS 9).

9.3      Title to Assets

         9.3.1 All material assets (other than the Properties and Intellectual
               Property) of each Group Company, including all debts due to each
               Group Company which are included in the Audited Accounts or at
               the Balance Sheet Date used or held for the purposes of its
               business, were at the Balance Sheet Date the absolute property of

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               such Group Company and (save for those subsequently disposed of
               or realised or applied in the ordinary and usual course of
               business) all such assets and all assets and debts which have
               subsequently been acquired or arisen are the absolute property of
               such Group Company and none is the subject of any assignment or
               Encumbrance (excepting only liens arising by operation of law in
               the normal course of trading) or the subject of any factoring
               arrangement, hire purchase, conditional sale or credit sale
               agreement.

         9.3.2 All such assets are, where capable of possession, in the
               possession of or under the control of the relevant Group Company
               or the relevant Group Company is entitled to take possession or
               control of such asset, and such assets are situated in the United
               Kingdom.

9.4      Insurance

         9.4.1 A list of all insurance policies held by any Group Company or
               any insurance policies in which they are interested and any
               outstanding claims under such policies is contained in the
               Document Index.

         9.4.2 All the assets of each of the Group Companies which are capable
               of being insured are insured to the full replacement value
               thereof against fire and other risks normally insured against by
               companies carrying on similar businesses or owning assets of a
               similar nature.

               In respect of all such insurances:

               (i)  all premiums and any related insurance premium taxes have
                    been duly paid to date;

               (ii) all the policies are in full force and effect and, so far as
                    the Warrantors are aware, no act, omission,
                    misrepresentation or non-disclosure by or on behalf of any
                    Group Company has occurred which makes any of these policies
                    voidable, nor, so far as the Warrantors are aware, have any
                    circumstances arisen which would render any of these
                    policies void or unenforceable for illegality or otherwise,
                    nor, so far as the Warrantors are aware, has there been any
                    breach of the terms, conditions and warranties of any of the
                    policies that would entitle insurers to decline to pay all
                    or any part of any claim made under the policies;

               (iii) there are no special or unusual limits, terms, exclusions
                    or restrictions in any of the policies and no circumstances
                    exist which are likely to give rise to any increase in
                    premiums;

               (iv) details of all claims made for more than(pound)10,000 during
                    the past three years are contained in the Disclosure Letter;
                    and

               (v)  no claim is outstanding and no circumstances exist which are
                    likely to give rise to any claim.

9.5      Plant and Machinery etc.

         The plant, machinery, vehicles and all other equipment owned or used in
         connection with the business of each Group Company excluding the
         Information Technology:

         9.5.1 are in a satisfactory state of repair and condition and
               reasonable working order having regard to their age and use; and

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         9.5.2 have been regularly and properly maintained where such
               maintenance is usually required.

10       Intellectual Property and Information Technology

10.1     Definitions

         For the purposes of this Warranty 10:

         10.1.1 "Business IP" means all rights and interest owned by the Group
               Companies (whether as owner, licensee or otherwise) in
               Intellectual Property which at or before Completion is used in
               the business of the Group Companies;

         10.1.2 "Date Compliant" means that neither performance nor
               functionality is or will be affected by dates prior to, during,
               or after the year 2000 and in particular (but without
               limitation):

               (i)  no value for current date causes or will cause any
                    interruption in operation;

               (ii) date-based functionality behaves and will behave
                    consistently for dates prior to, during and after the year
                    2000;

               (iii) in all interfaces and data storage, the century in any date
                    is and will be specified either explicitly or by unambiguous
                    algorithms or inferencing rules; and

               (iv) any leap year will be recognised as a leap year.

10.2     Ownership etc.

         All Intellectual Property (whether registered or not) and all pending
         applications therefor which have been, are, or are capable of being
         used in or in relation to or which are essential for the carrying on of
         the business of each Group Company in and to the extent that it is
         presently conducted, are (or, where appropriate in the case of pending
         applications, will be):

         10.2.1 legally and beneficially owned by a Group Company or lawfully
               used with the consent of the owner under a licence;

         10.2.2 so far as the Warrantors are aware, valid and enforceable;

         10.2.3 so far as the Warrantors are aware, not being infringed or
               attacked or opposed by any person;

         10.2.4 so far as the Warrantors are aware, not subject to any
               Encumbrance or any licence or authority in favour of another;

         10.2.5 in the case of rights in such Intellectual Property as are
               registered or the subject of applications for registration,
               listed and briefly described in Part 1.1 of Schedule 6 and all
               renewal fees which are due and steps which are required for their
               maintenance and protection have been paid and taken; and

         10.2.6 in the case of unregistered trade marks which are likely to be
               material to any Group Company, listed and briefly described in
               Part 1.2 of Schedule 6,

         and so far as the Warrantors are aware no claims have been made and so
         far as the Warrantors are aware no applications are pending (other than
         as listed in Part 1.1 of Schedule 6), which if pursued or granted might
         be material to the truth and accuracy of any of the above.

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<PAGE>

10.3     Non-infringement

         So far as the Warrantors are aware the processes employed and the
         products and services dealt in by each Group Company both now and at
         any time within the last two years do and did not use, embody or
         infringe any rights or interests of third parties in Intellectual
         Property (other than those belonging to or licensed to the Group
         Companies) and no claims of infringement of any such rights or
         interests have been made by any third party.

10.4     Licences

         The several licences and agreements (including all amendments,
         novations, supplements or replacements to those licences and
         agreements) which are contained in Volumes 3B and 4B as set out in the
         index attached to the Disclosure Letter, are in full force and effect,
         no notice having been given on either side to terminate them; so far as
         the Warrantors are aware, the obligations of all parties have been
         fully complied with; and so far as the Warrantors are aware, no
         disputes have arisen or are foreseeable in respect thereof; and where
         such licences are of such a nature that they could be registered with
         the appropriate authorities and where such registration would have the
         effect of strengthening the Group Company's rights they have been so
         registered.

10.5     Know-how

         So far as the Warrantors are aware, there has been and is no misuse of
         Know-how by any Group Company and the Vendors and the Warrantors have
         not made any disclosure of Know-how to any person other than the
         Purchaser except properly and in the ordinary and usual course of
         business and on the basis that such disclosure is to be treated as
         being of a confidential character.

10.6     No assertion of moral rights

         So far as the Warrantors are aware, no moral rights have been asserted
         or are likely to be asserted which would affect the use of any of the
         Intellectual Property in the business of any Group Company.

10.7     Sufficiency of Business IP

         The Business IP comprises all the rights and interests in Intellectual
         Property essential for the carrying on of the business of each Group
         Company in and to the extent which it is presently conducted.

10.8     Information Technology

         10.8.1 In the past twelve months, there have been no bugs or viruses,
               logic bombs or other contaminants (including without limitation,
               "worms" or "trojan horses") in or failures or breakdowns of any
               computer hardware or software or any other Information Technology
               equipment used in connection with the business of any Group
               Company which have caused any substantial disruption or
               interruption in or to the operations or business of any Group
               Company.

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<PAGE>

         10.8.2 Each Group Company has in place procedures to restrict
               unauthorised access, the introduction of viruses, taking and
               storing on-site and off-site back-up copies of the software and
               data.

         10.8.3 So far as the Warrantors are aware, each Group Company owns or
               has the right to use (and has the right and information to
               support or maintain either by itself or through a third party)
               all computer hardware, software or any other Information
               Technology necessary for the carrying on of the business of that
               Group Company in and to the extent that it is presently
               conducted.

10.9     Computer Systems and Date Compliance

         The Information Technology and each part of it is fully Date Compliant,
         and will not cease to be so.

11       Freehold and Leasehold Property

11.1     The Properties

         11.1.1 The Properties comprise all of the premises and land owned,
               occupied or otherwise used in connection with the businesses of
               the Group Companies or in which the Group Companies have an
               interest.

         11.1.2 No Group Company has any continuing liability in respect of any
               leasehold property other than the Properties.

11.2     Title

         In relation to each Property:

         11.2.1 The Group Company named in Schedule 5 as owner of the Property
               is the legal owner of and beneficially entitled to the whole of
               the proceeds of sale of the whole of the relevant legal estate in
               the Property.

         11.2.2 The Group Company has in its possession all the original
               documents of title and other documents and papers relating to the
               Property.

         11.2.3 Save as may be revealed by the documentation already provided
               to the Purchaser's Solicitors and/or by enquiry of Companies
               House there are no mortgages, charges (whether legal or equitable
               and whether fixed or floating) or debentures, rent charges,
               liabilities to maintain roadways, liens (whether for costs or to
               an unpaid vendor or otherwise), annuities or other unusual
               outgoings, or trusts (whether for securing money or otherwise)
               affecting the Property or the proceeds of sale thereof.

11.2.4

         (i)  Save as may be revealed by the documentation already provided to
               the Purchaser's Solicitors the Property is not subject to any
               adverse estate, right, interest, covenant, restriction,
               stipulation, easement, option, right of pre-emption, wayleave,
               licence or other right or informal arrangement in favour of any
               third party (whether in the nature of a public or private right
               or obligation) nor is there any agreement to give or create any
               of the foregoing.

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<PAGE>

         (ii) Where the Property is subject to any of the arrangements referred
               to in paragraph 11.2.4(i) no Group Company has received written
               notice that a breach has occurred of any of the terms thereof.

11.2.5

          (i)  So far as the Vendor is aware the Property enjoys access to and
               egress from roads which prior to the date of this Agreement have
               been adopted by the appropriate highway authority and are
               maintainable at the public expense either directly or the
               Property has the benefit of all necessary easements or rights
               over private land on terms which do not entitle any person to
               terminate or curtail the same.

          (ii) So far as the Vendor is aware the Property drains into a public
               sewer and is served by water, electricity and gas utilities. So
               far as the Vendor is aware either the pipes, sewers, wires,
               cables, conduits and other conducting media serving the Property
               connect directly to the mains without passing through land in the
               occupation or ownership of a third party or, if they do not, the
               facilities, easements or rights necessary for the enjoyment and
               present use of the Property are enjoyed on terms which do not
               entitle any person to terminate or curtail the same.

         11.2.6 There are no outstanding actions, disputes, claims, liabilities
               or demands between the Group Company and any third party
               affecting the Property or any neighbouring property.

11.3     Town and Country Planning

         In relation to each Property so far as the Vendor is aware:

         11.3.1 No development at the Property or use of the Property has been
               undertaken in breach of the Town and Country Planning legislation
               or any other Acts of Parliament or any regulations, bye-laws,
               orders, consents or permissions made or given thereunder.

         11.3.2 The planning consents and permissions currently affecting the
               Property are either unconditional or are subject only to
               conditions which are neither unusually onerous, personal nor
               temporary and which have been satisfied or observed and performed
               up to the date of this Agreement.

         11.3.3 There is no agreement affecting the Property made pursuant to
               Section 106 of the Town and Country Planning Act 1990 or Section
               33 of the Local Government (Miscellaneous Provisions) Act 1982 or
               similar legislation.

         11.3.4 There is no pending planning application, planning appeal or
               other planning proceedings in respect of the Property or which is
               likely to have an adverse effect on the Property.

         11.3.5 There is no resolution, proposal, scheme or order, whether
               formally adopted or not, for the compulsory acquisition of the
               whole or any part of the Property or any access or egress, or for
               the alteration, construction or improvement of any road, sub-way,
               underpass, footbridge, elevated road, dual carriageway or flyover
               upon or adjoining or passing within 200 metres of the Property or
               any access or egress.

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<PAGE>

         11.3.6 There is no outstanding statutory notice relating to the
               Property or any business carried on thereat or the use thereof.

11.3.7

          (i)  None of the buildings, structures or erections on the Property
               has been listed under Sections 1 and 2 of the Planning (Listed
               Buildings and Conservation Areas) Act 1990 (the "Listed Buildings
               Act").

          (ii) The local authority has not authorised the service of any
               building preservation notice under Section 3 or 4 of the Listed
               Buildings Act or any repairs notice under Section 48 of the
               Listed Buildings Act in respect of the Property or any building,
               structure or erection thereon.

         11.3.8 The local authority has not made or resolved to make any noise
               abatement zone order under Section 63 of the Control of Pollution
               Act 1974 for any area which includes the Property.

         11.3.9 The Property is not in an urban development area, an
               improvement area or an enterprise zone.

         11.3.10 There are no Local Land Charges registered in respect of the
               Property.

11.4     State and Conditions of the Properties

         In relation to each Property where required a fire certificate has been
         issued in respect of the Property and no Group Company has received
         notice that there has been a breach of the provisions or conditions
         contained therein.

11.5     Leasehold Properties

         Where the interest of the Group Company in any Property is leasehold
         the requisite details have been completed in Part 2 of Schedule 5 and:

11.5.1

          (i)  Save in relation to matters of repair, decoration or physical
               condition there is no material subsisting breach, nor any
               material non-observance of any covenant, condition or agreement
               contained in the Lease on the part of either the relevant
               landlord or the Group Company.

          (ii) No landlord has refused to accept rent or made any complaint or
               objection which is subsisting and the receipt for the payment of
               rent which fell due immediately prior to the date of this
               Agreement is unqualified where receipts are normally issued.

         11.5.2 No alterations have been made to the Property at the expense of
               the Group Company without all necessary consents and approvals.

         11.5.3 All steps in rent reviews have been duly taken and no rent
               reviews are or should be currently under negotiation or the
               subject of a reference to an expert or arbitrator or the Courts.

12       Previous Warranty Claims

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<PAGE>

         No notice has been given by the Vendors or by any of the Group
         Companies of any breach of any of the warranties or of any claim under
         the indemnities contained in the agreement for the sale and purchase of
         Bridge the World Travel Services Limited entered into on 13 December
         2001 between, inter alia, Jeremy Bridge and the Company and, so far as
         the Warrantors are aware, no breach of any of the warranties, and no
         matter giving rise to a claim under the indemnities, as set out in the
         agreement, has occurred.


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                                   Schedule 4


                    Limitation of Liability under Clause 7.3



13       Interpretation

13.1     In this Schedule:

         "Notice" means written notice of a Relevant Claim setting out the
         amounts and full details including without limitation the alleged basis
         of default or liability.

         "Relevant Claim" means a claim in respect of any of the Warranties
         and/or the Tax Deed of Covenant.

         "Tax Warranties" means those of the warranties contained in Schedule 3
         paragraph 8.

13.2     In the event of  inconsistency  between this Schedule and any other
         provisions of the Agreement or of the Tax Deed of Covenant the
         provisions of this Schedule shall prevail.

14       Time Limitation

14.1     Notice shall be given by the Purchaser to the Warrantors before 1 May
         2004 save in respect of any claim in respect of the Tax Warranties and
         the Tax Deed of Covenant other than in respect of VAT which shall be
         given before 31 March 2009 and any claim in respect of VAT which shall
         be given before 31 March 2006.

14.2     The Warrantors shall cease to be under any liability to the Purchaser
         or any of the Group Companies in respect of any Relevant Claim if the
         Purchaser has failed to give Notice in accordance with paragraph 2.1.

14.3     The liabilities of the Warrantors shall absolutely determine if
         proceedings in respect of a Relevant Claim shall not have been
         commenced within six months of the service of Notice.

14.4     Without prejudice to the provisions of paragraphs 2.1 and 2.2 the
         Purchaser shall in any event give full details of any matters of which
         it becomes aware that are likely to constitute a Relevant Claim as soon
         as practicable upon becoming so aware.

15       Financial Limitation

15.1     Subject to paragraphs 3.2, 3.3, 3.4 and 3.5 the liability of the
         Warrantors under this Agreement and the Tax Deed of Covenant shall not
         in aggregate exceed (pound)30,000,000.

15.2     The  Warrantors  shall only be liable under this  Agreement  and the
         Tax Deed of Covenant to the extent that the amount of any liability
         exceeds in aggregate(pound)900,000.

15.3     The Purchaser shall not be entitled to recover any sums whatsoever in
         respect of any Relevant Claim under this Agreement or the Tax Deed of
         Covenant in respect of which the amount claimed does not exceed
         (pound)25,000 and such claims shall be disregarded for the purposes of
         paragraphs 3.1 and 3.2.

15.4     The liability of Jeremy Bridge under this Agreement and the Tax Deed of
         Covenant shall not in any event exceed(pound)5,596,443.


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15.5     The liability of Port of Hercules  Trustees  Limited under this
         Agreement and the Tax Deed of Covenant shall not in any event exceed
         the amounts specified in paragraph 15.

16       Release from liability

16.1     The  Warrantors  shall have no liability (or such  liability  shall be
         reduced) in respect of any Relevant Claim in respect of the Warranties:

         16.1.1 to the extent that a specific allowance, provision or reserve
               in respect of such liability was made or reflected in the Audited
               Accounts (including any provision or reserve made in respect of
               deferred Tax) or referred to in the notes thereto or to the
               extent that payment or discharge of such claim has been taken
               into account in the Audited Accounts;

         16.1.2 to the extent that such liability arises or is increased as a
               result of a change or changes in legislation made after the date
               of this Agreement (whether relating to taxation or otherwise) or
               the change or withdrawal after the date of this Agreement of any
               previously published practice or concession of any tax authority
               with retrospective effect;

         16.1.3 to the extent that such liability would not have arisen but for
               a voluntary act or transaction carried out (other than in
               fulfilment of a legally binding commitment entered into by a
               Group Company on or before Completion) by the Purchaser or any
               Group Company after Completion otherwise than in the ordinary
               course of business of such company as such business is conducted
               at Completion;

         16.1.4 to the extent that recovery of such liability is made under the
               Tax Deed of Covenant;

         16.1.5 which would not have arisen but for a cessation of trade, or a
               change in the nature or conduct of the trade, by a Group Company
               on or after the date hereof; and

         16.1.6 which would not have arisen but for any re-organisation or
               change in ownership of the Group after Completion or a change in
               the accounting basis on which any Group Company values its assets
               or any other changes in accounting policy or practice of any
               member of the Group after Completion.

16.2     In regard to the Tax Warranties the provisions of paragraph 4.1 shall
         not apply and the exclusions and limitations in Clause 3 of the Tax
         Deed of Covenant shall apply in this Agreement to the Tax Warranties
         mutatis mutandis and as though they were set out in this Schedule.

16.3     No Relevant Claim whatever on the part of the Purchaser shall lie in
         respect of any breach of the Warranties and/or the Tax Deed of Covenant
         if and to the extent that such breach has arisen in respect of any act
         or omission stipulated to be carried out or omitted pursuant to the
         terms of this Agreement and/or the Tax Deed of Covenant, or otherwise
         at the request of or with the consent of the Purchaser.

16.4     No Relevant Claim shall be made to the extent that it relates to loss
         of goodwill or possible business.

17       No Double Recovery

         The Purchaser shall not be entitled to retain any part of the Retention
         (as defined in Schedule 7) nor to recover damages in respect of any
         claim for breach of the Warranties and/or of the covenants contained in

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         the Tax Deed of Covenant to the extent that to do so would involve
         recovery more than once in respect of the same loss or damage.

18       Mitigation

18.1     Nothing in this schedule or the Agreement shall derogate from the
         Purchaser's obligation to mitigate any loss which it suffers in
         consequence of a breach of the Warranties.

18.2     The Warrantors shall not be liable in respect of a Relevant Claim to
         the extent that the subject of the claim has been or is made good or is
         otherwise compensated for without cost to the Purchaser or the Group.

19       Recovery from Third Parties

19.1     Where the Purchaser and/or a Group Company is or is likely to be
         entitled to recover from some other person (other than its insurers)
         any sum in respect of any matter giving rise to a claim for breach of
         the Warranties then the Purchaser shall first procure that reasonable
         steps are taken to enforce such recovery.

19.2     If any sum is so recovered then either the amount payable by the
         Warrantors in respect of that claim shall be reduced by an amount equal
         to the sum so recovered (less the reasonable costs and expenses of
         recovering it and any taxation payable by the Purchaser or a Group
         Company as a result of its receipt) or (if an amount shall already have
         been paid by any of the Warrantors in respect of that claim) there
         shall be repaid to the Warrantors an amount equal to the amount so
         recovered (less then reasonable costs and expenses of its recovery and
         any taxation payable by the Purchaser or a Group Company as a result of
         its receipt) or (if less) the amount of such payment.

19.3     Without prejudice to the generality of paragraphs 7.1 and 7.2 above,
         the provisions thereof shall apply where the Purchaser and/or the Group
         is entitled to recover from its insurers any sum in respect of any
         matter giving rise to a claim under the Warranties save to the extent
         that to do so would prejudice the operation of such insurance.

20       Effect of Taxation

         The amount of any claim for breach of the Warranties shall take into
         account the amount of any relief from Taxation arising by virtue of the
         loss or damage in respect of which the claim was made.

21       Qualification of Warranties

         The Purchaser acknowledges that notwithstanding the express terms of
         the Warranties it is not relying on, nor will it hereafter rely on, any
         statement, representation, warranty, or forecast in relation to future
         or maintainable profits (or losses) or future trading of the Company.

22       Conduct of Relevant Claims

22.1     The Purchaser shall and shall procure that the Group shall inter alia:

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         22.1.1 if so required by the Warrantors, take all reasonable steps to
               avoid, resist, appeal, compromise or defend any Relevant Claim
               and any adjudication in respect thereof and for this purpose take
               all appropriate proceedings in the name of the Group (but subject
               to the Group being indemnified by the Warrantors against all
               losses, charges, costs, damages and expenses that may be incurred
               in connection therewith);

         22.1.2 at all reasonable times allow the Warrantors and their agents
               access to and to inspect and take copies of all necessary books
               and records of the Group subject always to keeping the same
               confidential other than necessary disclosures in connection with
               any such action or Relevant Claim;

         22.1.3 require the personnel of the Group to provide statements and
               proofs of evidence, and to attend at any trial or hearing to give
               evidence or otherwise, and to provide like assistance to enable
               the Warrantors to avoid, resist, appeal, compromise or defend any
               Relevant Claim such assistance to be provided without charge to
               the Purchaser; and

         22.1.4 take (or procure that the Group shall take) all reasonable
               steps necessary to mitigate any loss in relation to any such
               action or Relevant Claim.

22.2     The Purchaser shall procure that the Group shall not admit liability in
         respect of or compromise or settle any matter which might constitute a
         breach of the Warranties without the prior written consent of the
         Warrantors such consent not to be unreasonably withheld or delayed.

22.3     The provisions of paragraphs 10.1 and 10.2 shall not apply to the Tax
         Deed of Covenant nor to the Tax Warranties in respect of which the
         provisions of Clause 7 of the Tax Deed of Covenant shall apply.

23       Rescission

         Except as provided under Clauses 4 and 6 of the Agreement the Purchaser
         hereby irrevocably waives all rights to rescind this Agreement whether
         such rights arise under statute, law or otherwise on any grounds
         including grounds that a representation made or deemed to be made in
         this Agreement or in the negotiations preceding this Agreement was
         untrue or incorrect in any respect and each of the Warrantors and the
         Purchaser represents to the Warrantors that the foregoing provisions of
         this paragraph in the context of the transactions contemplated by this
         Agreement are reasonable.

24       Contingent Claims

         If a Relevant Claim arises by reason of some liability of any member of
         the Group which, at the time of such breach or claim is notified to the
         Warrantors, is contingent only, then the Warrantors shall not be under
         any obligation to make any payment in respect of such breach or claim
         unless and until such liability ceases to be contingent.

25       Purchaser's Undertaking

25.1     The Purchaser warrants to the Warrantors that the Purchaser having been
         given an opportunity to carry out an investigation into the business of
         the Group neither it nor its agents are aware of any matter or thing as

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<PAGE>

         at the date of this Agreement which is inconsistent with any of the
         Warranties.

25.2     The Purchaser warrants to the Vendors as follows:

         25.2.1 the Circular in the agreed terms complies with Part VI of the
               Financial Services and Markets Act 2000 and the Listing Rules of
               the United Kingdom Listing Authority and all statements of fact
               contained in the Circular are to the best of the knowledge and
               belief of the Purchaser true and accurate in all material
               respects true and accurate and in accordance with the facts and
               are not misleading in any material respect, and all statements,
               forecasts, estimates and expressions of opinion, intention and
               expectation expressed in the Circular are made on reasonable
               grounds and truly and honestly held and fairly based; and

         25.2.2 there is no information known to the Purchaser or which on
               reasonable enquiry could have been known to the Purchaser which
               has not been disclosed in the Circular, the omission of which
               would, in any material respect, make any statement therein
               misleading or be likely to affect the import of any information
               contained therein or which, in the context of the Placing or the
               issue of the Consideration Shares, is material for disclosure to
               a prospective purchaser or subscriber or allottee of any of the
               Placing Shares or the Consideration Shares.

25.3     If the Warrantors at any time after the date of this Agreement wish to
         take out an insurance against liability under the relevant provision,
         the Purchaser undertakes to provide such information as the prospective
         insurer may reasonably require before effecting such insurance.

26       Cancellation of Consideration Shares

         Any amount due to the Purchaser from any of the Warrantors may be
         satisfied wholly or partly at the election of the Warrantors by the
         transfer to the Purchaser for nil consideration of such number of
         Consideration Shares which at the Issue Price are equivalent to the
         amount due or the amount thereof which the Warrantors or any particular
         Warrantor wishes to satisfy in this manner, to the extent that the
         Purchaser can lawfully undertake such action in accordance with Part V
         of the Companies Act 1985.

27       Restriction on Distributions by Trustee Warrantor

27.1     The liability of POH under the  Warranties  is limited to(pound)
         24,403,457  less fees and costs  properly  chargeable  against the
         capital of the Peter Wade No.2 Settlement (the "Trust").

27.2     POH agrees with the Purchaser that it will not distribute capital or
         income of the trust if this would reduce the assets of the Trust below
         (pound)24,403,457, other than for the payment of costs and fees, whilst
         a claim under the Warranties is outstanding or prior to the expiration
         of the time limit for making a claim, unless an undertaking in favour
         of the Purchaser is obtained from a beneficiary, in a form satisfactory
         to the Purchaser (such approval not to be unreasonably withheld or
         delayed), by which the beneficiary accepts liability in substitution
         for POH to the extent of the value of the distribution.

27.3     PW agrees with the Purchaser to procure that POH complies with its
         obligations under paragraph 15.2.


                                       65
<PAGE>


                                   Schedule 5


                                   Properties


                                     Part 1
                     Particulars of the Freehold Properties
<TABLE>
<CAPTION>


Name of Company            Address of Property                       Title Number
Owning the Property                                                  (if registered)

<S>                                                                     <C>
Travelbag Plc              Barclay House,  Amery Street,  Alton,     HP 353196
                           Hampshire

Travelbag Plc              3 and 5 High Street, Alton, Hampshire     HP 397223

Travelbag Plc              28   Princess   Street,    Knutsford,     CH 230957
                           Cheshire

Travelbag Plc              5 Omega  Park,  Wilson  Road,  Alton,     SH 11240
                           Hampshire

Travelbag Plc              8, 10,  12 & 14 High  Street,  Alton,     HP 392623 (as to no.10 only)
                           Hampshire



                                     Part 2
                  Leasehold Properties - Particulars of Leases


Address of Property                             373,374 and 375 The Strand, London WC2

Original Parties to Lease                       Trusthouse  Forte Albany Hotels Limited (1)
                                                Travelbag plc (2)

Date of Lease                                   23 May 1990

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            15 years from 23 May 1990

Current rent                              (pound)230,000 with effect from 23 May 2000



Address of Property                             Ground Floor,  Basement and  Sub-basement  Premises at 52
                                                Regent Street, London

Original Parties to Lease                       Barclays Bank Limited (1) Travelbag plc (2)

Date of Lease                                   4 November 1996

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            7  years,  10  months  from  4  November  1996  until  28
                                                September 2004
Current rent                              (pound)225,000 per annum
</TABLE>

                                       66
<PAGE>
<TABLE>
<CAPTION>



<S>                                             <C>         <C> <C>  <C>                 <C>
Address of Property                             1st Floor,  54, 56 & 62 Regent  Street & 7-11  Glasshouse
                                                Street, London

Original Parties to Lease                       Barclays Bank Limited (1) Travelbag plc (2)
Date of Lease                                   4 November 1996

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            4 November 1996 until 15 March 2006

Current rent                              (pound)95,000 per annum



Address of Property                             Ground Floor Premises at 3 & 5 Glasshouse Street, London

Original Parties to Lease                       Barclays Bank Limited (1) Travelbag plc (2)

Date of Lease                                   4 November 1996

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            4 November 1996 until 22 March 2006

Current rent                              (pound)25,000



Address of Property                             First Floor, 30 Princess Street, Knutsford

Original Parties to Lease                       Leepark  Investments  Limited (1) Eurocamp Travel Limited
                                                (2)

Date of Lease                                   9 February 1990

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            25 years from 29 September 1989

Current rent                              (pound)31,000 per annum as of 29 September 1999



Address of Property                             26 & 28 Drury Lane, Solihull
Original Parties to Lease                       The  Norwich   Union  Life  and   Pensions   Limited  (1)
                                                Travelbag plc (2)
</TABLE>

                                       67
<PAGE>
<TABLE>
<CAPTION>

<S>           <C>                                    <C>
Date of Lease 31                                July 2000

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            15 years from 29 September 1999

Current rent                              (pound)80,800 as at 29 September 1999



Address of Property                             Unit 16, Newman Lane, Alton, Hampshire

Original Parties to Lease                       International  Thomson  Publishing  Services  Limited (1)
                                                Travelbag plc (2)

Date of Lease                                   11 October 1996

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            21 August 1996 until 21 June 2006

Current rent                              (pound)55,000 per annum



Address of Property                             Part of 37 St Mary Street, Cardiff, South Glamorgan

Original Parties to Lease                       Blackwell UK Limited (1) Travelbag plc (2)

Date of Lease                                   1 August 2002

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            30 July 2002 to 28 October 2014

Current rent                              (pound)40,000 per annum



Address of Property                             10/12 Pittville Street, Cheltenham

Original Parties to Lease                       Norwich  Union Life & Pensions  Limited (1)
                                                Travelbag plc (2)

Date of Lease                                   20 October 2000

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            15 years from 29 September 2000

Current rent                              (pound)48,000 per annum

</TABLE>

                                       68
<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>              <C>
Address of Property                             81/82 Briggate & 110 Swan Street, Leeds

Original Parties to Lease                       Ikefield Limited (1) Peel Street Pharmacy Limited (2)

Date of Lease                                   14 September 1993

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            15 years from 14 September 1993

Current rent                              (pound)117,950 per annum



Address of Property                             Ground & First Floors, 5 The Poultry, Nottingham

Original Parties to Lease                       Trustees of Jonathan James  Retirement Fund (1) Travelbag
                                                plc (2)

Date of Lease                                   23 July 2001

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            15 years from 10 July 2001

Current rent                              (pound)33,000 per annum



Address of Property                             Shop  Unit 2 & Flat B, 2  Church  Street,  Kingston  Upon
                                                Thames

Original Parties to Lease                       Church Commissioners for England (1) Hammick's Bookshops
                                                Limited (2) and Associated Book Publishers (3)

Date of Lease                                   2 May 1985

Current tenant and guarantor                    Travelbag  Holdings  Limited as tenant with Travelbag plc
                                                as guarantor

Term                                            25 years from 24 June 1984

Current rent                              (pound)100,000 per annum



Address of Property                             99 High Street Winchester

Original Parties to Lease                       Chairbyte Limited & Globeforge  Limited (1) Travelbag plc
                                                (2) Travelbag Holdings Limited (3)

Date of Lease                                   11 November 2002

Current tenant and guarantor                    Current  tenant  Travelbag  plc  and  current   guarantor
                                                Travelbag Holdings Limited

Term                                            15 years from 11 November 2002

Current rent                              (pound)50,000 per annum
</TABLE>

                                       69
<PAGE>

<TABLE>
<CAPTION>


<S>                                             <C>
Address of Property                             33 Mount Pleasant Road, Tunbridge Wells, Kent

Original Parties to Lease                       G.G. White & E.M. Serpell (1) Travelbag  Holdings Limited
                                                (2)

Date of Lease                                   18 December 2002

Current tenant and guarantor                    Travelbag Holdings Limited; no guarantor

Term                                            15 years from 20 December 2002

Current rent                              (pound)42,000 per annum



Address of Property                             45/46 Chalk Farm Road & 2 Ferdinand Place, London

Original Parties to Lease                       London  Borough of Camden  (1)  Bridge  the World  Travel
                                                Limited (2) and Jeremy Bridge (3)

Date of Lease                                   8 February 1999

Current tenant and guarantor                    Bridge the World Travel Service Limited - tenant:  Jeremy
                                                Bridge - guarantor

Term                                            15 years from 8 February 1999

Current rent                              (pound)127,500 per annum





Address of Property                             1/3 Ferdinand Street, London

Original Parties to Lease                       Katie Rich (1) David Preston (2)

Date of Lease                                   12 May 1986

Current tenant and guarantor                    Current tenant Bridge the World Travel  Service  Limited,
                                                current  guarantor  Jeremy  Bridge  and  Brian  James Guy
                                                Barton

Term                                            20 years from 29 September 1985

Current rent                              (pound)18,000 per annum as from 29 September 2000
</TABLE>

                                       70
<PAGE>


<TABLE>
<CAPTION>



<S>                                             <C>
Address of Property                             47 Chalk Farm Road, London

Original Parties to Lease                       M.A.  Penny (1) Bridge the World Travel  Service  Limited
                                               (2) and J Bridge & B.G.J Barton (3)

Date of Lease                                   12 February 1998

Currenttenant and guarantor                     Current  tenant Bridge the World Travel
                                                Centre Limited and current
                                                guarantor J Bridge and BGJ
                                                Barton

Term                                            20 years from 29 September 1993

Current rent                              (pound)25,000 per annum with effect from 29 September 2003





Address of Property                             Ground and Lower Ground Floors, 4 Regent Place, London W1

Original Parties to Lease                       Capital  &  Counties  plc (1)  Bridge  the  World  Travel
                                                Service Limited (2)

Date of Lease                                   1 June 1998

Current tenant and guarantor                    Bridge the World Travel Service Limited; no guarantor

Term                                            20 years from 25 March 1988

Current rent                                  (pound)64,000 per annum with effect from 25 March 1998


</TABLE>

                                       71
<PAGE>
<TABLE>
<CAPTION>



<S>                                             <C>
Address of Property                             15 Turk Street, Alton, Hampshire

Original Parties to Lease                       The Ancient Order of Foresters (1) Travelbag plc (2)

Date of Lease                                   28 September 1999

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            3 years from 29 September 1999

Current rent                              (pound)12,000 per annum



Address of Property                             15B Turk Street, Alton, Hampshire

Original Parties to Lease                       The Ancient Order of Foresters (1) Travelbag plc (2)

Date of Lease                                   28 September 1999

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            3 years from 29 September 1999

Current rent                              (pound)3,000 per annum


Address of Property                             15A Turk Street, Alton, Hampshire

Original Parties to Lease                       The Peter Health Consultancy (1) Travelbag plc (2)

Date of Lease                                   6 January 1999 (By letter)

Current tenant and guarantor                    Travelbag plc; no guarantor

Term                                            There is no express term

Current rent                              (pound)8,850 per annum


Address of Property                             Suite 26, Kaybank Plaza, Southport, Queensland, Australia

Original Parties to Lease                       Kaybank  Plaza  Suites  (1)  Travelbag   (Australia)  Pty
                                                Limited (2)

Date of Lease                                   6 February 2002

Current tenant and guarantor                    Travelbag (Australia) Pty Limited; no guarantor

Term                                            Monthly w.e.f. 6 February 2002

Current rent                                    Aus $738.81 p.c.m.
</TABLE>

                                       72
<PAGE>



                                     Part 3
     Particulars of Leases and Licences to which the Properties are subject

<TABLE>
<CAPTION>

<S>                                             <C>                            <C>
Address of Property                             1/3 Ferdinand Street, London NW1

Part of Property affected                       All

Date of Lease or Licence                        N/A - undocumented occupation

Original parties to Lease or Licence            N/A - undocumented occupation

Current tenant/licensee and guarantors          Knightforce UK Limited

Term                                            N/A

Current rent/licence fee                  (pound)2092.68 pcm


Address of Property                             2 Church Street, Kingston Upon Thames

Part of Property affected                       Flat B

Date of Lease or Licence                        13 February 2002

Original parties to Lease or Licence            John Menzies (Bookshops) Limited (1) M Wise & T Clark (2)

Current tenant/licensee and guarantors          Mark Wise and Timo Clark

Term                                            1 year from 1 December 2001

Current rent/licence fee                  (pound)575 p.c.m.

</TABLE>

                                       73
<PAGE>


<PAGE>



                                   Schedule 6
                              Intellectual Property


Part 1
1.1 Intellectual Property Rights (Registered)


UK Trade Mark Applications
LITTLE GEMS                                     Number 2274490
UK Trade Mark Registrations:
BRIDGE THE WORLD:                               Number 2274444
TRAVELBAG PLUS:                                 Number 2142576
TRAVELBAG:                                      Number 1300253
SWAGMAN:                                        Number 1300251
Domain Name Registrations:
bridgetheworld.com
bridge-the-world.com
bridgetheworld.net
bridgetheworld.co.uk
bridge-the-world.co.uk
bridgetheworldquotes.com
travelbag.co.uk
e-travelbag.co.uk
travelbagapps.co.uk
travelbag-adventures.com


1.2      Intellectual Property Rights (Unregistered Trade Marks)

The following trade marks in jurisdictions outside the United Kingdom:
TRAVELBAG
TRAVELBAG PLUS
BRIDGE THE WORLD
TRAVELBAG ADVENTURES
LITTLE GEMS
GRASS ROOTS
The following trade marks in the United Kingdom:
TRAVELBAG ADVENTURES

                                       74
<PAGE>
The following trade marks in jurisdictions outside the United Kingdom:

GRASS ROOTS


                                       75
<PAGE>



                                   Schedule 7


28       Definitions

         For the purposes of this Schedule:

28.1     "Bonus Payment" means the actual cost to the relevant Group Company
         (including PAYE and Employers National Insurance) of the amounts paid
         to certain employees of the Group under the terms of the Bonus Schemes
         on or about Completion as a consequence of the sale of the Shares;

28.2     "Bonus Schemes" mean the Travelbag Executive Bonus Arrangements, the
         BTW Executive Bonus and the Travelbag Adventures Scheme as more
         particularly referred to in the Disclosure Letter under the provisions
         of disclosure 4.1.12 of paragraph 3.

28.3     "Confirmation"  means the  confirmation  of the Tax  Deduction  as
         determined  under the  provisions  of  paragraph 5 of this Schedule;

28.4     "Expert" means a person appointed in accordance with paragraph 13 of
         this Schedule;

28.5     "Interest  Payment  Date"  means 31 March,  30 June,  30  September
         and 31 December in each year (or if any such day is not a Business Day,
         the next succeeding Business Day);

28.6     "LIBOR" means the British Bankers Association Interest Settlement Rate
         for three months sterling deposits displayed on the appropriate page of
         the Reuters Screen as of 11.00a.m. on the first day of each period in
         respect of which interest is payable under paragraph 3 of this
         Schedule;

28.7     "Retention"  means the sum of(pound)2,029,221  being the sum  retained
         from POH on  Completion  under  the  provisions  of clause 3.1.1(ii) of
         this Agreement;

28.8     "Tax  Deduction"  means a  deduction  for  Corporation  Tax  purposes
         in respect  of all or part of the Bonus  Payment by the relevant Group
         Company or any other member of the Purchaser's Group;

28.9     "Trigger Event" means Confirmation being given by the Inland Revenue of
         the Tax Deduction.

29       Payment of Retention

         Subject to paragraph 4 below, below the Retention shall be paid by the
         Purchaser to POH in the following manner:


                  30 September 2004:           (pound)500,000
                  30 September 2005:           (pound)500,000
                  30 September 2006:           (pound)500,000
                  30 September 2007:           (pound)529,221
                                               --------------
                                             (pound)2,029,221

                                       76
<PAGE>

30       Interest

         Interest will accrue on the unpaid amount of the Retention from 30
         September 2003 at LIBOR, and (subject to paragraph 4 below) become
         payable on an Interest Payment Date. Interest accrued but unpaid shall
         be compounded at annual rests on the basis of a 365 day year.

31       Trigger Event

         No payment shall be made under paragraphs 2 and 3 of this Schedule,
         until the occurrence of a Trigger Event. If a Trigger Event occurs
         after any of the dates specified in paragraph 2 the amount that would
         otherwise have been due on the specified dates will be paid on the next
         Interest Payment Date following the Trigger Event together with
         interest accrued to that date under the provisions of paragraph 3.

32       Confirmation of Tax Deduction

32.1     Confirmation is deemed to be given by the Inland Revenue (including any
         other competent taxing authority) if:

         32.1.1 at any time, the Inland Revenue confirm the Tax Deduction may
               be treated as a trading expense for Corporation Tax purposes; or

         32.1.2 on or before 31 March 2005, the Inland Revenue are deemed to
               accept any tax computations of the relevant Group Companies by
               not initiating an enquiry nor issuing an assessment, amendment or
               objection in respect of the Tax Deduction; or

         32.1.3 at any time after 31 March 2005, it is reasonable to believe
               that the Inland Revenue will accept the Tax Deduction. In the
               event of a dispute as to such belief the provisions of paragraph
               13 below shall apply.

33       Part Allowance

33.1     To the extent that the Confirmation of the Tax Deduction is given in
         respect of part only of the Bonus Payment, that part shall be paid with
         accrued interest from the Retention in accordance with the foregoing
         provisions mutatis mutandis.

33.2     Any balance of the Retention after the application of paragraph 6.1
         will otherwise  remain payable (to the extent  applicable)
         in accordance with the terms of this Schedule.

34       Tax Computations and Costs

34.1     The Purchaser will use its reasonable endeavours to procure the Tax
         Deduction and the occurrence of the Trigger Event and will do all acts
         or things reasonably required by POH to procure the Tax Deduction. It
         will not knowingly do or permit any act or omission which would
         otherwise prejudice delay or restrict the Tax Deduction or the Trigger
         Event.

34.2     Clause 5 of the Tax Deed of  Covenant  shall  apply in  relation  to
         the  corporation  tax  affairs of the Group in respect of
         periods ending on or before 31 March 2003.

                                       77
<PAGE>

34.3     The Purchaser shall without limitation procure that:

         34.3.1 The next accounting reference date for the Group will remain 31
               March 2003;


         34.3.2 Ernst & Young shall be retained generally in regard to the Tax
               Deduction and shall, in addition to the matters set out in Clause
               5 of the Tax Deed of Covenant, deal with all appeals negotiations
               and assessment which in any way relate to the Tax Deduction.

         34.3.3 Ernst & Young are given all reasonable opportunities to review
               and comment upon the presentation of the Bonus Schemes and the
               Bonus Payment in the accounts for the accounting reference period
               ending 31 March 2003.

34.4     The costs of Ernst & Young in respect of all matters (including tax
         computations and returns) which arise in regard to any accounting
         reference period of the Group ending on or before 31 March 2002 shall
         be met by the Group.

34.5     The costs of Ernst & Young in respect of the matters referred to under
         paragraph 7.2 shall, to the extent they relate to matters occurring in
         the accounting reference period ending 31 March 2003 be met by POH.

34.6     The cost of the auditors for the accounting reference period ending 31
         March 2003 shall be met by the Group and the Purchaser shall meet the
         costs of any adviser it retains on its own behalf or on behalf of the
         Group in connection with paragraph 7.2, save as provided in paragraph
         7.4.

35       Interaction with Tax Deed

         The provisions of this Schedule shall prevail in the event of any
         inconsistency between the Tax Deed of Covenant, this Schedule and any
         other provisions of this Agreement provided where there is no such
         inconsistency the provisions of the Tax Deed of Covenant in relation to
         the conduct of claims (clause 6) shall apply to all matters relating to
         the Tax Deduction.

36       Acknowledgement

         The Purchaser acknowledges that payments due to the Purchaser under
         this Schedule are not dependent in any way or to any extent upon the
         ability of the Purchaser's Group to utilise the Tax Deduction at any
         time.

37       Interaction with Schedule 4

37.1     Prior to payment in full of the Retention  the limit on the  liability
         of POH in  paragraphs  3.1 and 15 of Schedule 4 will be reduced by the
         amount of the Retention outstanding from time to time.

37.2     For the  purposes of  paragraph  3.2 of Schedule 4 any amounts
         retained  deducted  or set-off  under this  Schedule  shall be
         disregarded.

                                       78
<PAGE>

38       Set-Off

         Any amount payable to POH under this Schedule shall be paid on the due
         date without any deduction (save as may be required by law), set-off,
         cross claim of whatsoever nature save:

38.1     in the event of fraud;

38.2     to the extent that POH has otherwise agreed.


39       Accelerated Repayment

         39.1 After the Trigger Date POH may by written notice demand from the
               Purchaser immediate payment of the Retention together with
               accrued interest if:

         39.1.1 the Purchaser fails to pay any sum payable to POH under the
               terms of this Agreement;

         39.1.2 if the Purchaser or any third party acting on behalf of the
               Purchaser or any of the Group Companies fails to observe or
               perform any obligations under this Schedule which POH reasonably
               considers to be material and such failure or breach if remediable
               is not remedied within fourteen days after the date on which POH
               give notice to the Purchaser requiring such remedy;

         39.1.3 if any material financial obligations of the Purchaser's Group
               become prematurely payable or any creditor in respect thereof
               becomes entitled to declare any such obligation prematurely
               payable or any such obligation is not paid when due or any
               security therefore becomes enforceable and the same is actually
               demanded or called or any enforcement steps are taken;

         39.1.4 if a receiver or administrative receiver or manager is
               appointed of or in relation to the Purchaser's Group or the whole
               or any substantial part of its undertaking assets rights or
               revenues;

         39.1.5 if an encumbrancer takes possession of or a distress execution
               sequestration or process is levied or enforced upon the whole or
               any substantial part of any company in the Purchaser's Group
               undertaking assets rights or revenues;

         39.1.6 if any member of the Purchaser's Group ceases to carry on the
               whole or a substantial part of its business or stop or suspend
               payment of its debts or proposes or enters into any composition
               scheme compromise or arrangement with or for the benefit of
               creditors generally or any class of them;

         39.1.7 if an application is made or a petition is presented by any
               person to any Court for an administration order in relation to
               any material company in the Purchaser's Group;

         39.1.8 if any member of the Purchaser's Group is unable to pay its
               debts as they fall due or are deemed unable to pay its debts
               under Section 123(1) of the Insolvency Act 1986 (other than under
               Section 123(i)(a) thereof);

         39.1.9 if any material member of the Purchaser's Group becomes
               insolvent or any petition is presented by any person and not
               withdrawn or discharged within 14 days or any order is made by
               any Court or any meeting is convened for the purpose of

                                       79
<PAGE>

               considering a resolution or any resolution is passed for their
               winding up liquidation or dissolution. This provision shall not
               apply in relation to Rejsegalleriet A/S nor Prittlewell Pty.
               Limited.

40       Expert

40.1     To the extent there is any disagreement between POH and the Purchaser
         as to whether a Tax Deduction has been confirmed or is otherwise
         available, or the extent, or any other issue of dispute arises in
         connection with this Schedule then either party may refer the matter to
         the Expert.


40.2     If POH and the Purchaser are unable to agree on an Expert within seven
         days of either party serving the name of a suggested person on the
         other, the Expert will be Tax Counsel of at least ten years call repute
         nominated at the request of either party by the President of the Law
         Society of England and Wales.

40.3     The Expert is required to prepare a written decision and give notice
         (including a copy) of the decision to the parties within a maximum of
         two months of the matter being referred to the Expert.

40.4     POH and the Purchaser are entitled to make submissions to the Expert
         and will provide (or procure that others provide) the Expert with such
         assistance and documents as the Expert reasonably requires for the
         purpose of reaching a decision.

40.5     POH and the Purchaser must supply each other with all information (and
         the Purchaser must procure the Group supplies all necessary
         information) and give each other access to all documentation and
         personnel as the other party reasonably requires to make a submission
         under this clause.

40.6     The Expert will act as an Expert and not as an arbitrator and the
         Expert's  written  decision on the matter  referred is, save
         for manifest error, final and binding.

40.7     The costs of any  reference  to an Expert are to be borne by the
         parties in the manner the Expert  provides or  otherwise  the
         parties shall share the cost equally.


                                       80
<PAGE>

<TABLE>
<CAPTION>



                                              Table of Contents

Clause                                                                                                    Page

<S>                                                                                                      <C>
1   Interpretation........................................................................................1

2   Agreement to Sell the Shares..........................................................................6

3   Consideration.........................................................................................6

4   Conditions............................................................................................8

5   Action Pending Completion............................................................................10

6   Completion...........................................................................................13

7   Warranties...........................................................................................14

8   Restrictions.........................................................................................16

9   Pensions.............................................................................................18

10  Whole Agreement and Remedies.........................................................................18

11  Other Provisions.....................................................................................18

                           Schedule 1..............................................................27

                           Schedule 2 Completion Obligations.......................................37

                           Schedule 3 Warranties given under Clause 7..............................39

                           Schedule 4 Limitation of Liability under Clause 7.3.....................61

                           Schedule 5 Properties...................................................66

                           Schedule 6 Intellectual Property........................................74

                           Schedule 7..............................................................76

</TABLE>