Exhibits 4.8









<PAGE>
DATED
31 MAY                                    2002








                                (1) NAVNEET BALI

                                     - and -

                                (2) EBOOKERS PLC

                              --------------------
                              COMPROMISE AGREEMENT
                              --------------------






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                              COMPROMISE AGREEMENT

THIS AGREEMENT is made the 31st day of May 2002.

BETWEEN:

(1)      Navneet  Bali  of  24   Chiddingstone
         Street, London, SW6 3TG ("Employee")

(2)       EBookers Plc whose registered office is at 25 Farringdon Street,
          London EC4A 4AB ("Employer")

1.   The parties have entered into this  agreement for the purposes of recording
     and  implementing  the terms and  conditions  on which they have  agreed to
     settle all  outstanding  claims  referred to in clause 2 of this  agreement
     that  the  Employee  has or may have  against  the  Employer  or any of its
     officers  or  employees   following  the   termination  of  the  Employee's
     employment on 31 May 2002 ("Termination Date"). For the avoidance of doubt,
     31 May  2002  shall  be the  Employee's  last  day of  employment  with the
     Employer  ("Termination  Date").  The Employee shall be paid his salary and
     receive all his benefits up until the Termination  Date. The Employee shall
     also be paid all bonus  payments  that have accrued up to 1 April 2002,  on
     the Termination Date.

2.

     2.1  The Employee  hereby waives all statutory,  contractual and common law
          claims the Employee has or may have against the Employer or, or any of
          its officers or employees arising out of his employment or relating to
          its termination including but not limited to:

     2.1.1 any claim for unfair dismissal under the Employment Rights Act 1996;

     2.1.2 any claim for a redundancy  payment  under the  Employment  Rights
           Act 1996;

     2.1.3 any claim for  unlawful  deduction  from  wages  under the
           Employment Rights Act 1996;

     2.1.4 any claim under Regulation  30, 31, 32 or any other  provision of the
          Working Time Regulations 1998 ("WTR");

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     2.1.5 any claim under  sections  11, 17, 24, 25, 26 or other  provision
           for the National Minimum Wage Act 1998 ("NMW");

     2.1.6 any claim of unlawful discrimination  under  sections 6, 8, 9, 41, 42
           or any other provision of the Sex Discrimination Act 1975 ("SDA");

     2.1.7 any claim under the Equal Pay Act 1970;

     2.1.8 any claim for unlawful discrimination under sections 4, 7, 32, 33 or
           any other provision of the Race Relations Act 1976 ("RRA");

     2.1.9 any claim for unlawful discrimination under sections 4, 5, 6, 12, 57,
          58 or any other  provision of the Disability  Discrimination  Act 1995
          ("DDA");

     2.1.10 any  claim for  wrongful  dismissal  or any claim for  breach of any
            express or implied term of the Employee's contract of employment;

     2.1.11 any claim under European Union Law

     but excluding any claim the Employee might have for any
     personal injuries suffered in the course of his employment or
     to any accrued pension benefits to which the Employee is or
     may become entitled under the Employer's pension scheme.
     Accordingly (save in respect of personal injuries or accrued
     pension benefits as specified above) the Employee shall not
     institute or continue any proceedings against the Employer or
     any of its officers or employees in an employment tribunal or
     any other court or tribunal.

     2.2  The  Employee  undertakes  that  before the  Termination  Date he will
          return  all  passwords,  books,  documents  (whether  in hard  copy or
          electronic mail), papers, materials,  credit cards, computer hardware,
          keys  and  other  property  of or  relating  to  the  Employer  in his
          possession  and has not kept copies of any documents  belonging to the
          Employer.

     2.3  The  Employee  shall not at any time  disclose or  communicate  to any
          person or permit or enable any person to acquire any  professional  or
          trade secret or confidential information (including without limitation
          information   relating  to  financial  planning,   margins  or  budget
          forecasts) or attempt to use such information to in a manner which may
          injure or cause loss to the Employer.


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     2.4  The Employee and the Employer  agree to keep  confidential  and not to
          disclose  the   circumstances   surrounding  the  termination  of  the
          Employee's  employment,  the  existence  and  terms of this  agreement
          and/or terms of and the discussions  leading to this agreement  except
          as required by any statutory or regulatory authority or court of law.

     2.5  The  Employee  and the  Employer  agree that neither will not make nor
          publish nor cause to be made or published any derogatory or defamatory
          comments  about the other  (including for this purpose the officers or
          management of the Employer or any of its associated companies);

     2.6  The Employee  confirms that he has not knowingly  committed any breach
          of duty (including fiduciary duty) to the Employer.

3.   Following the termination of the Employee's employment and in consideration
     for the release of each and every claim the  Employee  may have against the
     Employer under clause 2.1 above and subject to the Employee  complying with
     all of his obligations under this agreement, the Employer shall:

     3.1  pay to the  Employee a  termination  payment  of(pound)41,666.67.  The
          first(pound)30,000  of this will be paid to the  Employee tax free and
          the  remaining  (pound)11,666.67  shall be  subject  to income tax and
          national insurance deductions;

     3.2  pay to the Employee any outstanding  salary and holiday pay accrued up
          to and including the Termination Date;

     3.3  upon  production  of an  appropriate  VAT  invoice  addressed  to  the
          Employer, pay up to the sum of(pound)500 as a contribution towards the
          Employee's costs of obtaining independent legal advice on the terms of
          this agreement.

     3.4  at the  Employee's  election,  ensure that the Employee and his family
          continue to be covered  under the existing  Company  health  insurance
          scheme until 30 September 2002 or pay to the Employee a sum equivalent
          to the cost of  similar  health  insurance  for the  Employee  and his
          family up until 30  September  2002.  The  Employee  shall  inform the
          Company of which option he would prefer by 1 June 2002.

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<PAGE>

4.

     4.1  The Employer  will issue a press release as it is required to do under
          the Companies Act 1985. The Employee's  departure will be announced as
          being by mutual agreement.

5.

     5.1  At the  Termination  Date those stock options  granted to the Employee
          under the  Employee's  Executive  Share Option  Scheme 1999, a list of
          which is set out in  Schedule A to this  Agreement  became 100% vested
          and are  immediately  exercisable  on or before the dates for exercise
          set out in such Schedule A. To the extent that the  immediate  vesting
          of these  options is  inconsistent  with the terms of the stock option
          agreements  issued  pursuant to the Plans then the  provisions of this
          clause shall  constitute an amendment of the  Employee's  rights under
          such stock option agreements.

     5.2  Other than in respect of the option set out in 5.1 above, the Employee
          irrevocably  agrees that the Employer  shall be released  from all its
          obligations to the Employee in respect of the Employee's options under
          the Employee's Executive Share Option Scheme and that such options are
          cancelled and of no further effect.

     5.3  If and to the extent that the  Employee  exercises  any of the options
          listed in Schedule A, the  Employee  shall pay to the  Employer on the
          exercise  of such  option  any  amount  of  Employee  basic  rate  tax
          accountable under the Income Tax (Employment)  Regulations 1993 by the
          Employee  in  respect  of  income  tax or  primary  class  1  national
          insurance  contributions,  such  amount  to be paid in  cleared  funds
          within 60 days of the date of exercise of such options.

     5.4  The  Employee  warrants  that  all  exercises  of  stock  options  and
          purchases and sales of Company stocks and shares have been reported to
          the company and  subsequently  reported to the US Securities  Exchange
          Commission on Form 4.

6.

     6.1  The Employee  shall  account to the Inland  Revenue for the payment of
          any tax  arising on the  payments  made and  benefits  referred  to in
          clause 3 above and the  Employer  shall be entitled to deduct from any


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<PAGE>

          such amount payable to the Employee under clause 3 such Income Tax and
          National Insurance Contributions as required by law.

     6.2  The Employee shall fully  indemnify and keep  indemnified the Employer
          against  any  demand  for  tax  or   employee's   National   Insurance
          Contributions which may be brought against the Employer arising out of
          the  termination of his employment  provided that this indemnity shall
          only apply to the tax or employee's  National Insurance  Contributions
          which fail to be paid by the  Employer  as a result of the  Employee's
          default or to any claim or demand  made by the Inland  Revenue  and/or
          Inland Revenue National Insurance Contributions Office (with regard to
          employee's National Insurance  Contributions)  against the Employer in
          connection  with  any of the  payments  made  by the  Employer  to the
          Employee under this agreement.  The Employer shall inform the Employee
          of any  demand by the  Inland  Revenue  in respect of any sums owed in
          respect of clauses 3 and 5 and shall  give the  Employee a  reasonable
          opportunity  to make  representations  to the Inland  Revenue prior to
          seeking such an indemnity.

7.   The  Employer  agrees  to waive  all of the post  termination  restrictions
     contained  in the  contract  of  employment  between the  Employee  and the
     Employer dated 14 April 2000, under the heading  Restrictions  after End of
     Employment.  For the avoidance of doubt the Employee's/S/NAVNEET  BALI duty
     as regards confidentiality shall be upheld under clause 2.3 herein.

8.   In accepting  the above  terms,  the  Employee  confirms  that he has taken
     independent legal advice from Nicole Rose, a solicitor of Archon Solicitors
     whose  address  is 67  Cornhill,  London  EC3V 3NB  ("Relevant  Independent
     Adviser").

9.   The  parties  hereby  declare  that the  relevant  conditions  relating  to
     compromise  agreements pursuant to Section 203 of the Employment Rights Act
     1996 and to compromise  contracts  under the RRA, the SDA, the DDA, the WTR
     and the NMW have been satisfied.  In particular,  the Relevant  Independent
     Adviser  declares  that the  Employee  has  been  advised  by the  Relevant
     Independent  Adviser of the effect of this agreement upon his statutory and
     contractual  rights and its  effect on his  ability to pursue a claim in an
     employment  tribunal.  For the avoidance of doubt, the Relevant Independent
     Adviser only signs this  agreement to confirm the statement set out in this
     clause 9.



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SIGNED:          ---------------------------------------------------------------
                 /s/ NAVNEET BALI


                                               The Employee
                  --------------------------------------------------------------
SIGNED:           /S/CRISTINA KEEY
                                       Relevant Independent Adviser
                  --------------------------------------------------------------
SIGNED:           /S/SANJIV TALWAR
                                     for and on behalf of The Employer














                                   SCHEDULE A


<TABLE>
<CAPTION>

NUMBER OF SHARES                      EXERCISE PRICE                           EXERCISABLE UNTIL
<S>                                        <C>                                        <C>      <C>
54,000                               (pound)2.15                                       1 August 2010
55,000                               (pound)2.15                                       1 August 2010
27,500                               (pound)2.15                                       1 August 2010
27,500                               (pound)3.40                                       1 August 2010

</TABLE>

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