Exhibit4.20

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|                |  | BarclaysBusiness Support Chatsworth House66-70 St. Mary AxeLondonEC3A 8BD 30 October 2003 Tel 020 73825400 |
| TheDirectors        |  | Fax 020 7382 5499ebookersplc                                                                               |
| 25 FarringdonStreet |  | www.barclays.com                                                                                           |
| LondonEC4A4AB       |  |
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**Barclays**  

DearSirs

**Facilities Agreement Dated 21 January 2003 madebetween (1) Ebookers plc and (2) Barclays Bank plc (as amended andvaried by letter agreements dated 18 June 2003 and 18 August 2003, the"FACILITIESAGREEMENT")**

Definitions

Capitalised terms used in this letter shall have the meanings givento them in the Facilities Agreement unless otherwise indicated.

September Waiver

You have notified us that followingproduction of the Monthly Management Accounts for September 2003, youhave breached the Financial Covenants at clauses 19.1.1 (AbsoluteEBIT),19.1.4 (Total Debt Service Cover) and 19.1.5 (Absolute CashFlow). You have requested that we waive each of these breaches.

We had also previously agreed with you that you would pay to us afee of £15,000in the event that you failed to comply withclause 19.1.1 (Absolute EBIT) when tested as at 31  December2003. In consideration of the fee of £15,000 referred to abovenow being paid to us on or before 31 October 2003, this will confirmthat the Bank waives each of the breaches of the Financial Covenantsdescribed above.

Financial Covenant Amendments

You havealso requested that we amend the Financial Covenants. In this regard,you agree to pay to us a further monthly monitoring fee of(pounds)5,000 (exclusive of VAT).This fee shall Be due and payable onthe first Business Day of each month commencing on 3 November 2003,with the final payment to be due and payable on 1 June 2004. You alsoagree that this fee shall increase to (pounds)7,500 per month(exclusive of VAT) if any Financial Covenant is breached or if any ofthe absolute EBIT projections in the file "Working capitalmodel - 9 + Scenario 22Oct", dated 22 October 2003 is notachieved at the end of the relevant month.

In consideration ofyour agreements in respect of these fees, we hereby agree that clause19.1 (Financial Covenants) of the Facilities Agreement shall be deletedand the following substituted in place thereof:

19.1    Financial Covenants

While any amounts orliabilities (whether actual or contingent) are outstanding under theFinance Documents or the Bank has any obligation in respect of anyFacility, the Principal Borrower shall procure that:

19.1.1    Absolute EBIT

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The amount of EBIT at the end of eachQuarterly Period referred to below shall equal or exceed the amount setout opposite such period:

|                        |  |                  |           |        |  |  |
|------------------------|--|------------------|-----------|--------|--|--|
| Quarterly PeriodEnding |  | Amount (£) |
| 31 December2003        |  |             | 572,749   |   |
| 31 March2004           |  |             | 1,632,000 |   |
| 30 June2004            |  |             | 2,373,000 |   |
| 30 September2004       |  |             | 4,117,000 |   |
| 31 December2004        |  |             | 6,302,000 |   |
| Thereafter             |  |             | 6,302,000 |   |
|                        |

19.1.2    SeniorDebt (minus Bond Liabilities and minus lease liabilities)/EBITRatio

The ratio of the aggregate amount of Senior Debt(calculated (for the purposes of this clause 19.1.2 only) by excludingBond Liabilities and all amounts that fall within paragraph (iii) ofthe definition of "Senior Debt") to EBIT inrespect of each of the periods set out below, is not greater than theratio specified in respect of such period:

|                        |  |        |         |        |  |  |
|------------------------|--|--------|---------|--------|--|--|
| Quarterly PeriodEnding |  | Ratio  |
| 31 March2004           |  |   | 10.33:1 |   |
| 30 June2004            |  |   | 7.1:1   |   |
| 30 September2004       |  |   | 3.64:1  |   |
| 31 December2004        |  |   | 2.38:1  |   |
| Thereafter             |  |   | 2.38:1  |   |
|                        |

19.1.3    SeniorDebt/EBlT Ratio

The ratio of the aggregate amount of the SeniorDebt to EBIT, in respect of the periods set out below is not greaterthan the ratio specified in respect of such period:

|                        |  |        |        |        |  |  |
|------------------------|--|--------|--------|--------|--|--|
| Quarterly PeriodEnding |  | Ratio  |
| 31 March2004           |  |   | 22.2:1 |   |
| 30 June2004            |  |   | 15.4:1 |   |
| 30 September2004       |  |   | 8.5:1  |   |
| 31 December2004        |  |   | 5.6:1  |   |
| Thereafter             |  |   | 5.0:1  |   |
|                        |

19.1.4    TotalDebt Service Cover

The ratio of Operating Cash Flow (excludingany increase/decrease in Working Capital) to Total Debt Service at theend of each Quarterly Period following (and including) the QuarterlyPeriod ending 31 March 2004 shall equal or exceed 1.5:1.0.

19.1.5    Absolute Cash Flow

|                        |  |                  |            |        |  |  |
|------------------------|--|------------------|------------|--------|--|--|
| Quarterly PeriodEnding |  | Amount (£) |
| 31 March2004           |  |             | 16,304,000 |   |
| 30 June2004            |  |             | 6,334,000  |   |
| 30 September2004       |  |             | 6,563,000  |   |
| 31 December2004        |  |             | 14,959,000 |   |
| Thereafter             |  |             | 14,959,000 |   |
|                        |

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19.1.6    Cash /Trade Creditor Ratio

The ratio of Cash to Trade Creditors (when measured by reference tothe most recent Monthly Management Accounts or Audited Accounts) willat all times equal or exceed 1.0:1, save in respect of the period from31 July 2004 to 30 September 2004 when the ratio shall equal or exceed0.9:1.

19.1.7    Net Worth

The Net Worth (to bemeasured by reference to the most recent Monthly Management Accounts orAudited Accounts) will at all times during the periods listed below benot less than the amount set out opposite such period;

|                                    |  |               |            |        |  |  |
|------------------------------------|--|---------------|------------|--------|--|--|
| Period                             |  | £  |
| 31 December 2003                   |  |          | 30,000,000 |   |
| 1January 2004 to 29 September 2004 |  |          | 37,500,000 |   |
| Thereafter                         |  |          | 37,500,000 |   |
|                                    |

ContinuingObligations

The terms of the Facilities Agreement and each otherFinance Document shall continue in full force and effect, save asexpressly provided in this letter. In the event of any conflict betweenthe terms of this letter and the Facilities Agreement, the terms ofthis letter shall prevail. This letter is without prejudice to anyother rights we may have under the Facilities Agreement and any otherFinance Document. Governing Law & Jurisdiction

This letteris a Finance Document and shall be governed by and construed inaccordance with English law. The provisions of clause 33 (Enforcement)of the Facilities Agreement shall apply, mutatis mutandis, to thisletter.

Agreement

Please confirm your agreement to theterms of this letter by signing, dating and returning to us theattached copy of this letter within seven days of the date of thisletter (failing which our agreement and any consent given in thisletter will lapse).

/s/ F.Pierce

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dulyauthorised for and on behalf of

Barclays Bank plc

Copy:We hereby irrevocably and unconditionally agree to the terms of yourconsents and agreements as set out in this letter (of which this is acopy)

/s/ Nigel AddisonSmith

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30October 2003

Director duly authorised for and onbehalf of

ebookers plc

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