Exhibit 4.16



                                       2
<PAGE>



DATED                                                           21 January
2003









                            (1) EBOOKERS PLC (as the
                               Principal Borrower)

                                     - and -

                              (2) BARCLAYS BANK PLC
                                    (as Bank)


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

                              FACILITIES AGREEMENT

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



                                       3
<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                          <C>
1.  DEFINITIONS AND INTERPRETATION............................................................................1

2.  THE FACILITIES............................................................................................1

3.  PURPOSE...................................................................................................1

4.  CONDITIONS OF UTILISATION.................................................................................2

5.  CONDITIONS SUBSEQUENT.....................................................................................3

6.  UTILISATION...............................................................................................4

7.  REPAYMENT.................................................................................................7

8.  PREPAYMENT AND CANCELLATION...............................................................................8

9.  INTEREST.................................................................................................10

10. INTEREST PERIODS.........................................................................................13

11. ALTERNATIVE INTEREST RATES...............................................................................13

12. FEES14

13. TAX GROSS-UP AND INDEMNITIES.............................................................................15

14. INCREASED COST...........................................................................................16

15. OTHER INDEMNITIES........................................................................................18

16. COSTS AND EXPENSES.......................................................................................19

17. REPRESENTATIONS..........................................................................................19

18. INFORMATION UNDERTAKINGS.................................................................................20

19. FINANCIAL CONDITION......................................................................................24

20. NEGATIVE UNDERTAKINGS....................................................................................29

21. POSITIVE OBLIGATIONS.....................................................................................34

22. EVENTS OF DEFAULT........................................................................................41

23. CHANGES TO THE OBLIGORS..................................................................................42

24. ASSIGNMENT AND TRANSFER..................................................................................43

25. PAYMENT MECHANICS........................................................................................43

26. SET-OFF..................................................................................................45
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                                         <C>
27. NOTICES..................................................................................................45

28. CALCULATIONS AND CERTIFICATES............................................................................46

29. PARTIAL INVALIDITY.......................................................................................47

30. REMEDIES AND WAIVERS.....................................................................................47

31. COUNTERPARTS.............................................................................................47

32. GOVERNING LAW............................................................................................47

33. ENFORCEMENT..............................................................................................47

34. THIRD PARTY RIGHTS.......................................................................................48

35. CONFLICT.................................................................................................48

SCHEDULE 1...................................................................................................49

    Conditions precedent.....................................................................................49

    Part 1...................................................................................................49

    Conditions precedent to Exchange.........................................................................49

    Part 2...................................................................................................51

    Conditions Precedent to Completion.......................................................................51

SCHEDULE 2...................................................................................................54

    Requests.................................................................................................54

    Part 1...................................................................................................54

    Utilisation Request......................................................................................54

    Part 2...................................................................................................56

    Selection Notice applicable to Loans.....................................................................56

SCHEDULE 3...................................................................................................57

    Mandatory Cost formulae..................................................................................57

SCHEDULE 4...................................................................................................59

    Form of Accession Letter.................................................................................59

SCHEDULE 5...................................................................................................60

    Form of Compliance Certificate...........................................................................60
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>      <C>                                                                                                <C>
schedule 6...................................................................................................61

    Group Structure..........................................................................................61

SCHEDULE 7...................................................................................................63

    Definitions and Interpretations..........................................................................63

SCHEDULE 8...................................................................................................79

    Representations and Warranties...........................................................................79

SCHEDULE 9...................................................................................................84

    Events of Default........................................................................................84

SCHEDULE 10..................................................................................................88

    Permitted Bonds..........................................................................................88

SCHEDULE 11..................................................................................................89

    Permitted Bank Accounts..................................................................................89
</TABLE>




<PAGE>

THIS AGREEMENT is made on                                        21 January 2003

BETWEEN

(1) EBOOKERS PLC (the "Principal Borrower"); and

(2) BARCLAYS BANK PLC (the "Bank").

IT IS AGREED as follows:

4.       DEFINITIONS AND INTERPRETATION

    In this Agreement certain words and expressions shall have application as
    defined in schedule 7 hereto.

5.       THE FACILITIES

         5.1  The Facilities

              Subject to the terms of this Agreement the Bank agrees to make
              available to the Principal Borrower:

         5.1.1 the Revolving Credit Facility A;

         5.1.2 the Term Loan Facility B,

         and the Bank agrees to make available to the Borrowers the Guarantee
         Facility C.

6.       PURPOSE

         6.1  Purpose

         6.1.1 The Principal Borrower shall apply all amounts borrowed by it
               under Revolving Credit Facility A and the Term Loan Facility B
               towards:

               (i)  refinancing the consideration payable by the Principal
                    Borrower in respect of the Acquisition and costs and
                    expenses incurred in connection thereto; and

               (ii) discharging a portion of the existing Financial Indebtedness
                    of the Target Group incurred prior to the Completion Date
                    (and as further described in the Funds Flow Statement).

         6.1.2 The Borrowers shall utilise the Guarantee Facility C solely for
               the bond and guarantee requirements of the Group.

         6.1.3 Each Borrower undertakes that none of the Facilities shall be
               used in any way which would be illegal under, or would cause the
               invalidity or unenforceability in whole or in part of any Finance
               Document under any applicable law (including, without limitation,
               section 151 of the Act).

                                       1
<PAGE>

7.       CONDITIONS OF UTILISATION

         7.1  Initial conditions precedent

              The obligations of the Bank shall not become effective until
              the Bank shall first have received (or waived in writing the
              requirement to receive), in form and substance to it, all of
              the documents and other evidence listed in part 1 of schedule
              1 (Conditions Precedent to be satisfied before Exchange). The
              Bank shall promptly notify the Principal Borrower upon being
              so satisfied.

         7.2  Further conditions precedent

               7.2.1 The obligations of the Bank to make any Advance or to
                    permit any other Utilisation of the Facilities are subject
                    to the further conditions precedent that on the date of the
                    Utilisation Request and on the proposed Utilisation Date:

                    (a)  the Bank shall have first received (or waived in
                         writing the requirement to receive) in form and
                         substance satisfactory to it, all of the documents and
                         other evidence listed in part 2 of schedule 1; and

                    (b)  in respect of the Utilisation of the Revolving Credit
                         Facility A, the Term Loan Facility B and the Guarantee
                         Facility C made on the Completion Date and to enable
                         Completion to occur, no Keystone Event of Default is
                         continuing or would result from the proposed
                         Utilisation;

                    (c)  in respect of any proposed Utilisation of the Guarantee
                         Facility C, the Bank being satisfied with the terms and
                         conditions of any Bank Guarantee;

                    (d)  in respect of any proposed Utilisation of any Facility
                         other than the Utilisation of the Revolving Credit
                         Facility A, the Term Loan Facility B and the Guarantee
                         Facility C made on the Completion Date and other than a
                         Rollover Loan:

                    (i)  no Default is continuing or would result from the
                         proposed Utilisation; and

                    (ii) the Repeating Representations to be made by each
                         Obligor are true in all respects.

7.3      Lapse

         If the conditions precedent referred to in clauses 7.1 and
         7.2.17.2.1(a) above have not been satisfied on or before
         3.00pm on the date which is 40 days after the Exchange Date,
         then unless otherwise agreed in writing between the Bank and
         the Principal Borrower:

                                       2
<PAGE>


         7.3.1 the Principal Borrower shall pay on demand to the Bank all
               reasonable costs and proper expenses incurred by the Bank and
               agreed by the Principal Borrower in connection with the Finance
               Documents prior to such date; and

         7.3.2 save as referred to in clause 7.3.1 and save for any outstanding
               liability under clause 15.1.1 all other terms of this Agreement
               shall lapse and be of no further force and effect and the parties
               shall be under no further obligation to each other in respect of
               this Agreement.

7.4      Keystone Event of Default

         Until Completion has occurred, notwithstanding any Default
         occurring and notwithstanding any provision in any Finance
         Document to the contrary the Bank shall only be entitled to
         refuse to make the Revolving Credit Facility A, the Term Loan
         Facility B and Guarantee Facility C available if the
         conditions of clauses 7.1 and 7.2.17.2.1(a) and 7.2.17.2.1(b)
         have not been satisfied or the provisions of clause 7.3 apply.

8.       CONDITIONS SUBSEQUENT

         8.1  Registration of share transfers

              The Principal Borrower shall do, and shall procure to be done,
              after the Completion Date all and any acts and things
              necessary to ensure that:

               8.1.1 the stamp duty payable on the transfer(s) of the Target
                    Shares (if any), is duly paid;

               8.1.2 the transfer(s) referred to in clause 8.1.1 are, as soon as
                    possible after the Completion Date, registered in the name
                    of the Principal Borrower; and

               8.1.3 new share certificate(s) in respect of such shareholding(s)
                    are issued in the name of the Principal Borrower and,
                    thereafter, delivered to the Bank to be held as security
                    pursuant to the Guarantee and Share Pledge.

8.2      Overseas Share Pledges and Guarantees

         The Principal Borrower shall procure that as soon as
         practicable following the Completion Date and in any event
         within one month of the Completion Date:

         8.2.1 the Bank has received a first ranking share pledge over the
               entire issued share capital of each of La Compaigne Des Voyages
               SA, Oy ebookers Finland Limited, Airways MIC AB, Reisbureau Nova
               BV and Mr Jet AB together with a legal opinion in respect
               thereof. Such share pledges shall be based on the law of the
               country in which such company is incorporated, be in form and
               substance satisfactory to the Bank (acting reasonably) and impose
               obligations no more onerous than those set out in the Share
               Pledges (unless the Bank receives legal advice that additional
               obligations are necessary to enable it to have a valid, binding
               and first ranking share pledge under the relevant local law);

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<PAGE>

         8.2.2 each Group Company in Schedule 6 which is not a Dormant Group
               Company or already party to the Guarantee or incorporated in
               India or Mauritius shall have executed and delivered to the Bank
               a Deed of Accession (Guarantee) (together with a legal opinion in
               respect thereof where such Group Company is La Compaigne Des
               Voyages SA, Oy ebookers Finland Limited, Airways MIC AB,
               Reisbureau Nova BV and Mr Jet AB).

         The accompanying legal opinions shall be in form and substance
         satisfactory to the Bank (acting reasonably) and from a law
         firm satisfactory to the Bank (acting reasonably).

8.3      Insurance Recommendations

         The Principal Borrower shall procure that as soon as
         practicable following the Completion Date and in any event
         within two months of the Completion Date, the Group has
         implemented all the material recommendations and suggestions
         made in the Insurance Report regarding improvements to the
         Group's insurance cover. The Principal Borrower shall keep the
         Bank informed of the progress of such implementation promptly
         following request from the Bank.

8.4      Action Plan

         The Principal Borrower shall supply to the Bank within one
         month of the Completion Date, its written plan for integration
         of the Target Group into the Group.

8.5      Data Protection Act

         The Principal Borrower shall procure that as soon as
         practicable following the Completion Date and in any event
         within 30 days of the Completion Date, Bridge the World Travel
         Service Limited is registered under the Data Protection Act
         1998.

9.       UTILISATION

         9.1  Delivery of a Utilisation Request

              A Borrower may utilise any Facility by delivery to the Bank of
              a duly completed Utilisation Request not later than the
              11.00am on the Business Day of the proposed utilisation of the
              Facility.

         9.2  Completion of a Utilisation Request

         9.2.1 Each Utilisation Request is irrevocable and will not be regarded
               as having been duly completed unless:

               9.2.1.1 it identifies the Facility to be utilised;

               9.2.1.2 the proposed Utilisation Date is a Business Day within
                    the Commitment Period applicable to that Facility;

               9.2.1.3 the amount of the Utilisation complies with clause 9.3
                    (Currency and amount);

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<PAGE>

               9.2.1.4 the proposed Interest Period complies with clause 13
                    (Interest Periods).

         9.2.2 Subject to clause 9.2.3 only one Loan or Bank Guarantee may be
               requested in each Utilisation Request.

         9.2.3 On the date of first Utilisation of the Term Loan Facility B,
               the Principal Borrower shall be deemed to have issued a
               Utilisation Request in respect of, and made a Utilisation of, the
               Guarantee Facility C such that all Existing Barclays Facilities
               which consist of guarantees, bonds and securities issued by the
               Bank will, from such date, be treated as having been issued under
               the Guarantee Facility C and any terms or provisions relating to
               their issue previously agreed between the Bank and the relevant
               Group Company shall terminate (save for any rights or obligations
               of the parties in relation to such guarantees, bonds and sureties
               which accrued or arose prior to the date of first utilisation of
               the Term Loan Facility B, which rights and obligations shall
               continue in full force and effect). This provision shall not
               affect the rights or obligations of the Bank or any Group Company
               to any person to whom the relevant guarantee, bond or surety was
               issued under the Existing Barclays Facilities.

9.3      Currency and amount

         9.3.1 The currency specified in a Utilisation Request must be in
               Sterling.

         9.3.2 The amount of the proposed Utilisation must not exceed the
               Available Facility for the proposed Utilisation.

         9.3.3 No more than ten utilisations of the Revolving Credit Facility A
               may be outstanding at any one time and each utilisation must be
               in a minimum amount of (pound)250,000 (or if greater, an integral
               multiple of (pound)50,000).

         9.3.4 The Term Loan Facility B may only be drawndown once and in a
               minimum amount of(pound)1,000,000.

9.4      Counter-Indemnity from the Obligors

         9.4.1 Each of the Obligors unconditionally and irrevocably agrees and
               undertakes to the Bank that:

               (i)  it will pay to each of the Bank forthwith on demand, an
                    amount in Sterling equal to all payments demanded, made,
                    suffered or incurred by the Bank (whether by direct payment
                    or by way of set-off counterclaim or otherwise) under or in
                    respect of each Bank Guarantee; and

               (ii) it will at all times reimburse and indemnify, the Bank, and
                    notwithstanding the insufficiency, illegality or
                    unenforceability of any Bank Guarantee or the Guarantee
                    Facility C from and against all actions, proceedings,
                    claims, liabilities, damages, losses, costs, charges and
                    expenses whatsoever in relation to or arising out of each
                    Bank Guarantee.

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<PAGE>

9.4.2    Notification

         The Principal Borrower will as soon as practicable
         inform the Bank of all facts or circumstances of
         which it is or becomes aware which are reasonably
         likely to result in any demand being made on the Bank
         under any Bank Guarantee.

9.4.3    No Obligation to make Enquiry on Payment

         Provided that the demand has been made, or is
         purported to be made, in accordance with the terms of
         the relevant Bank Guarantee, the Bank shall at all
         times be entitled to make any payment under the
         relevant Bank Guarantee for which a demand or claim
         has been made without any further investigation or
         enquiry and need not concern itself with the
         propriety of any demand or claim made under and in
         the manner required by the terms of the Bank
         Guarantee and any beneficiary of the relevant Bank
         Guarantee shall be entitled to make demands or
         receive payments thereunder accordingly. It shall not
         be a defence to any demand or claim made of an
         Obligor, nor shall any Obligor's obligations
         hereunder be impaired by the fact (if it be the
         case), that the Bank was or might have been justified
         (in the absence of wilful default or gross negligence
         by the Bank) in refusing payment, in whole or in
         part, of the amounts so demanded or claimed.

9.4.4    Certificate

         A certificate of the Bank as to the amount paid out
         by or of any liability of the Bank under any Bank
         Guarantee shall, save for manifest error, be binding
         upon the Obligors for the purposes of this Agreement
         and be prima facie evidence of such liability or the
         payment of such amounts in any legal action or
         proceedings arising in connection herewith.

9.4.5    Continuing Obligations

         9.4.5.1 The obligations and liability of the Obligors under this
               clause 9.4 shall not be affected or impaired by:

               (i)  any waiver or time or indulgence granted to or by the Bank;

               (ii) any release or dealings with any rights or Security of the
                    Bank;

               (iii) any invalidity of any Bank Guarantee and the Guarantee
                    Facility C;

               (iv) any variation or extension of any Bank Guarantee or the
                    Guarantee Facility C; or

               (v)  any other circumstances which might but for this provision
                    affect or impair or exonerate or discharge the Obligors from
                    such obligations or liability.

         9.4.5.2 The indemnity contained in this clause 9.4 shall constitute
               and be a continuing security to the Bank and shall be in addition
               to, and shall not prejudice or be prejudiced by, any other
               Security, guarantee, indemnity, lien or other right of the Bank.

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<PAGE>

10.      REPAYMENT

         10.1 Repayment of the Revolving Loan

              The Principal Borrower shall ensure that each Revolving Credit
              Advance shall be repaid in full at the end of its Interest
              Period (but such Revolving Credit Advance may be repaid by a
              Rollover Loan) and that the Revolving Loan is repaid in full
              on the Termination Date relating thereto. For the avoidance of
              doubt subject to the other terms of this Agreement any amount
              repaid under the Revolving Credit Facility A before the expiry
              of the Commitment Period for the Revolving Credit Facility A
              may be redrawn.

10.2     Repayment of Term Loan B

         10.2.1 The Principal Borrower shall repay the Term Loan B in full in
               the amounts and on the repayment dates set out below:
<TABLE>
<CAPTION>

                          Term Loan Facility B Repayment Date                         Repayment Amounts

                                                                                            (pound)

<S>                       <C>     <C>                                                     <C>
                          31 July 2004                                                    1,875,000

                          31 January 2005                                                 1,875,000

                          31 July 2005                                                    1,875,000

                          31 January 2006                                                 1,875,000

                          31 July 2006                                                    1,875,000

                          31 January 2007                                                 1,875,000

                          31 July 2007                                                    1,875,000

                          31 January 2008                                                 1,875,000

                          TOTAL                                                          15,000,000
</TABLE>


         10.2.2 The Principal Borrower may not reborrow any part of Term Loan
               Facility B which is repaid.

10.3     Review of Guarantee Facility C

         Each Bank Guarantee shall be reviewed by the Bank on each
         anniversary of the date it was issued and on such date the
         Bank shall be entitled:

         10.3.1 if the relevant Borrower so requests, to continue to provide
               such Bank Guarantee for a further period of 12 months; or

                                       7
<PAGE>

         10.3.2 after giving not less than 20 Business Days prior notice to the
               Principal Borrower (such notice to expire on such anniversary),
               to cancel the Bank Guarantee (or if the Bank Guarantee continues
               beyond such anniversary, to require cash cover in respect of the
               Bank's ongoing liabilities (actual and contingent) under such
               Bank Guarantee).

11.      PREPAYMENT AND CANCELLATION

         11.1 Mandatory prepayment

         11.1.1 Change of Control, De-Listing or Sale

               (a)  If at any time there occurs any of the following:

                    (i)  any person or group of persons Acting in Concert gains
                         Control of the Principal Borrower;

                    (ii) the shares of the Principal Borrower cease to be listed
                         on the official list of the London Stock Exchange plc
                         or trading in such shares is suspended for more than 5
                         Business Days (otherwise then pursuant to a suspension
                         affecting the whole of the market); or

                    (iii) a Sale;

               (b)  the Principal Borrower shall promptly notify the Bank upon
                    becoming aware of that event; and

               (c)  the Bank shall be entitled (within one month of that event
                    occurring or, if later, upon the Principal Borrower
                    informing the Bank pursuant to clause 11.1.1(b)) to
                    immediately cancel the Facilities and declare all
                    outstanding Utilisations, together with accrued interest,
                    and all other amounts accrued under the Finance Documents,
                    immediately due and payable, whereupon the Facilities will
                    be cancelled and all such outstanding amounts will become
                    immediately due and payable by the Borrowers.

         11.1.2 Net Proceeds

               (a)  If no Event of Default is continuing at such time any Net
                    Proceeds under clause (ii) (b) of that definition as exceed,
                    in aggregate, the sum of (pound)500,000, received by a
                    member of the Group shall be:

                    (i)  initially paid to the Net Proceeds Account; and

                    (ii) in the 6 month period following their deposit, (if
                         applicable) used to restore, replace or repair the
                         loss, destruction or damage which lead to the claim
                         being made and such insurance monies paid,

                    and if an Event of Default is continuing at
                    such time or any of such Net Proceeds are
                    not used for restoration, replacement or
                    repair within such 6 month period, such Net
                    Proceeds shall be applied in accordance with
                    clause 11.1.2(b) (and for the avoidance of
                    doubt if an Event of Default is continuing
                    at such time, the initial sum of
                    (pound)500,000 referred to above shall be
                    applied in accordance with clause 11.1.2(b)
                    and not merely the excess over
                    (pound)500,000).


                                       8
<PAGE>


                    (b)  Subject to clause 11.1.2(a), if any Net Proceeds are
                         received by any member of the Group, the Principal
                         Borrower, unless the Bank otherwise consents in
                         writing, shall apply, or shall procure that there shall
                         be applied, an amount equal to the Net Proceeds arising
                         from the relevant disposal or recovery in or towards
                         prepayment of outstanding Utilisations in accordance
                         with this clause 11, provided that the foregoing shall
                         not apply to Net Proceeds arising from any disposal
                         permitted under the terms of clauses 23.2.1 to 23.2.6
                         and 23.2.8.

11.2     Voluntary prepayment of Facilities

         The Principal Borrower may, if it gives the Bank not less than
         5 Business Days prior notice, prepay the whole or any part of
         the Term Loan Facility B and Revolving Credit Facility A (but,
         if in part, a minimum amount of (pound)250,000 or, if greater,
         an integral multiple of (pound)50,000).

11.3     Prepayment Fee

         If the Principal Borrower prepays any of the Facilities on or
         prior to the first anniversary of first Utilisation from the
         proceeds of a refinancing by any financial institution other
         than the Bank then the Principal Borrower shall pay to the
         Bank a prepayment fee equal to 1% of the amount prepaid.

11.4     Voluntary cancellation

         The Principal Borrower may, if it gives the Bank not less than
         5 Business Days prior notice, cancel the whole or any part
         (but, if in part, a minimum of (pound)250,000 or, if greater,
         an integral multiple of (pound)50,000) of an Available
         Facility.

11.5     Application of prepayments

         Unless otherwise stated in this Agreement or otherwise agreed, all
         prepayments shall be applied:

         11.5.1 first, pro rata against the Scheduled Repayments;

         11.5.2 second, once the Term Loan Facility B has been repaid in full
               against the Revolving Loans (and the Revolving Credit Facility A
               shall be cancelled by an equivalent amount to such prepayment);
               and

         11.5.3 third, once the Revolving Loans have been repaid in full to
               provide cash cover in respect of any Bank Guarantees.

11.6     Cancellation at end of Commitment Period

         At the end of the Commitment Period for the Revolving Credit
         Facility A an amount equivalent to the Available Revolving
         Credit Facility A shall be automatically cancelled and in

                                       9
<PAGE>

         respect of the Term Loan Facility B after first drawdown of
         the Term Loan Facility B an amount equal to the Available Term
         Loan Facility B shall be automatically cancelled. Any
         cancellation of the Term Loan Facility B shall reduce the
         Scheduled Repayments on a pro rata basis.

11.7     Restrictions

         11.7.1 Any notice of cancellation or prepayment given by any Party
               under this clause 11 shall be irrevocable and, unless a contrary
               indication appears in this Agreement, shall specify the date or
               dates upon which the relevant cancellation or prepayment is to be
               made and the amount of that cancellation or prepayment.

         11.7.2 Any prepayment under this Agreement shall be made together with
               accrued interest on the amount prepaid and, subject to any Break
               Costs and subject to clause 11.3 (unless otherwise specified),
               without premium or penalty.

         11.7.3 The Principal Borrower shall not repay or prepay all or any
               part of the Loans or cancel all or any part of the Facilities
               except at the times and in the manner expressly provided for in
               this Agreement.

         11.7.4 No amount of the Facilities cancelled under this Agreement may
               be subsequently reinstated.

11.8     The euro

         If Sterling is, or is to be, replaced by euro, the Bank may
         notify the Principal Borrower of any amendments to this
         Agreement which the Bank (acting reasonably and after prior
         consultation with the Principal Borrower) considers necessary
         to reflect that replacement and to put each party in the same
         position, so far as possible, that they would have been in, if
         no such replacement had occurred. Upon delivery of any such
         notification, this Agreement shall be deemed to be amended in
         accordance with the terms thereof.

12.      INTEREST

         12.1 Calculation of interest

              Subject to the terms of this Agreement, the rate of interest
              on each Advance for each Interest Period is the percentage
              rate per annum which is the aggregate of:

               (a)  the applicable Margin;

               (b)  LIBOR; and

               (c)  Mandatory Cost, if any.

         12.2 Payment of interest

               12.2.1 The Principal Borrower shall pay accrued interest on each
                    Advance on the last day of each Interest Period (and, if the
                    Interest Period is longer than six Months, on the dates
                    falling at six-monthly intervals after the first day of the
                    Interest Period).

                                       10
<PAGE>

         12.3 Default interest

               12.3.1 If an Obligor fails to pay any amount payable by it under
                    a Finance Document on its due date, interest shall accrue on
                    the overdue amount from the due date up to the date of
                    actual payment (both before and after judgment) at a rate
                    which, subject to clause 12.3.2 below is 1 per cent higher
                    than the rate which would have been payable if the overdue
                    amount had, during the period of non-payment, constituted a
                    Loan in the currency of the overdue amount for successive
                    Interest Periods, each of a duration selected by the Bank
                    (acting reasonably). Any interest accruing under this clause
                    12.3 shall be immediately payable by the Obligor on demand
                    by the Bank.

               12.3.2 If any overdue amount consists of all or part of a Loan
                    which became due on a day which was not the last day of an
                    Interest Period relating to that Loan:

                    (a)  the first Interest Period for that overdue amount shall
                         have a duration equal to the unexpired portion of the
                         current Interest Period relating to that Loan; and

                    (b)  the rate of interest applying to the overdue amount
                         during that first Interest Period shall be 1 per cent
                         higher than the rate which would have applied if the
                         overdue amount had not become due.

               12.3.3 Default interest (if unpaid) arising on an overdue amount
                    will be compounded with the overdue amount at the end of
                    each Interest Period applicable to that overdue amount but
                    will remain immediately due and payable.

12.4     Reduction of Margin

         The Margin (and references in clauses 12.4 to 12.7 of this
         Agreement to the Margin shall mean the Margin for all the
         Facilities) shall be 2.25% per annum, provided that, if after
         receipt by the Bank of the Monthly Management Accounts for the
         period to 30 June 2003 (or any subsequent Monthly Management
         Accounts for periods ending on 30 June or 31 December
         thereafter) evidence that all or any of the Margin Reduction
         Targets set out below have been achieved as at the end of the
         period in relation to which such Monthly Management Accounts
         have been prepared:

         Margin Reduction Target 1

         EBIT is not less than(pound)3,500,000

         Margin Reduction Targets 2

         Senior Debt: EBIT ratio is 3.0:1; and

         EBIT is not less than(pound)16,500,000

         the Margin shall reduce as follows:

         12.4.1 in the case of Margin Reduction Target 1 being achieved,
                the Margin shall reduce to 1.75% per annum; and

                                       11
<PAGE>

               12.4.2 in the case of Margin Reduction Targets 2 being achieved
                    (and for the avoidance of doubt, both tests must be achieved
                    for a reduction to apply), the Margin shall reduce to 1.5%
                    per annum,

         unless, in each case an Event of Default has occurred and is
         continuing (which has not been waived by the Bank in writing).

12.5     Increase of Margin following non-achievement

         12.5.1 Following any reduction in the Margin in accordance with the
               provisions of clause 12.4, if any subsequent Monthly Management
               Accounts ending on 30 June or 31 December in any ARP evidence
               that the Margin Reduction Target (which had previously been
               achieved, and which had resulted in a reduction in the Margin in
               accordance with the provisions of clause 12.4) has not been
               achieved as at the date of, and by reference to, such Monthly
               Management Accounts then the Margin shall increase or decrease
               (as the case may be) to the level which corresponds to the Margin
               Reduction Target which has been achieved as at the date of, and
               by reference to, such Monthly Management Accounts provided that,
               if no Margin Reduction Target is achieved, the Margin shall be
               2.25% per annum.

         12.5.2 If the consolidated Audited Accounts for the Group indicate
               that the relevant Margin reduction should not have been made at
               any time, an additional charge for the relevant period of the
               reduced Margin shall be payable by the Borrowers (as appropriate)
               within five days after receipt by the Principal Borrower of
               notice from the Bank (such notice to state the amount due, the
               amount due to be in an aggregate amount equal to the interest
               payments that would have been paid at the higher Margin less an
               aggregate amount equal to the relevant interest payments actually
               paid during the relevant period).

12.6     Increase in Margin on default

         At any time following a reduction in the Margin pursuant to
         the provisions of clause 12.4, the Margin shall, immediately
         upon the occurrence of an Event of Default which is
         continuing, and which has not been waived by the Bank in
         writing, increase to 2.25% until such Event of Default has
         been waived or remedied, whereupon the Margin shall
         immediately reduce to the rate which prevailed immediately
         before such Event of Default occurred or the rate determined
         pursuant to the latest Monthly Management Accounts ending on
         30 June or 31 December in any ARP pursuant to clause 12.4,
         whichever is the most recent.

12.7     Timing of reduction, increase and restitution

         Any decrease, increase or restitution of the Margin pursuant
         to the provisions of clauses 12.4 and 12.5 shall take effect
         from the beginning of the first Interest Period which
         commences after the date on which the relevant accounts
         evidence that the Margin Reduction Target has been, or as the
         case may be, has not been achieved.

12.8     Basis of calculation

         12.8.1 Interest shall be calculated on the number of days elapsed and
               a year of 365 days.

                                       12
<PAGE>

         12.8.2 The financial covenants and the Monthly Management Accounts
               used to determine whether or not a Margin Reduction Target has
               been achieved shall be calculated in accordance with the
               provisions of clause 22 (Financial Condition)

13.      INTEREST PERIODS

         13.1 Selection of Interest Periods

               13.1.1 The Principal Borrower may select an Interest Period for a
                    Loan in the Utilisation Request for that Loan or (if the
                    Loan has already been borrowed) in a Selection Notice.

               13.1.2 Each Selection Notice for a Loan is irrevocable and must
                    be delivered to the Bank by the Principal Borrower not later
                    than 11.00 am on the first day of the proposed Interest
                    Period.

               13.1.3 If the Principal Borrower fails to deliver a Selection
                    Notice to the Bank in accordance with clause 13.1.2, the
                    relevant Interest Period will be one Month.

               13.1.4 Subject to this clause 13, the Principal Borrower may
                    select an Interest Period of 1, 3 or 6 Months or any other
                    period agreed between the Principal Borrower and the Bank.

               13.1.5 An Interest Period for a Loan shall not extend beyond the
                    Termination Date applicable to its Facility.

               13.1.6 Each Interest Period for a Loan shall start on the
                    Utilisation Date or (if already made) on the last day of its
                    preceding Interest Period.

         13.2 Non-Business Days

              If an Interest Period would otherwise end on a day which is
              not a Business Day, that Interest Period will instead end on
              the next Business Day in that calendar Month (if there is one)
              or the preceding Business Day (if there is not).

14.      ALTERNATIVE INTEREST RATES

         14.1 Notification to the Principal Borrower of market disruption

              If, in relation to any Advance and any proposed Interest
              Period, the Bank determines (which determination shall be
              conclusive and binding on all parties hereto), that, by reason
              of circumstances affecting the London inter-bank market
              generally, adequate and fair means do not exist for
              ascertaining LIBOR applicable to such Advance for the relevant
              Interest Period, the Bank shall promptly give written notice
              of such determination to the Principal Borrower.

         14.2 Consequence of market disruption

              If the Bank gives a notice under clause 14.1:

         14.2.1 the Interest Period in respect of such Advance shall be 1
               month;

                                       13
<PAGE>

         14.2.2 the Bank and the Principal Borrower shall negotiate in good
               faith with a view to agreeing a substitute basis for determining
               the rate of interest applicable to such Advance; and

         14.2.3 if such agreement is not reached within 14 days , then, during
               such Interest Period, the rate of interest applicable to such
               Advance shall be the rate per annum which is the aggregate sum of
               (a) the Applicable Margin and (b) the rate per annum determined
               by the Bank which fairly expresses the cost to the Bank of
               funding such Advance from whatever sources it may reasonably
               select (and which cost of funds may include a Mandatory Cost).

         14.3 Right to Prepay

              If any of the Borrowers becomes obliged pursuant to clause 14
              (Alternative Interest Rates) to make any additional payments,
              then, for so long as the circumstances giving rise to such
              payment continue, the Borrowers may prepay and/or cash
              collateralise in accordance with clause 11.2 (Voluntary
              Prepayment of Facilities) the whole but not a part of the
              Facilities together with all accrued interest and all other
              sums payable hereunder for the account of the Bank. If such
              prepayment of an Advance would fall on a day which is not the
              last day of the Interest Period for such Advance, the
              Principal Borrower may direct the Bank to hold such prepayment
              in a suspense account with the Bank until the end of the
              relevant Interest Period, whereupon the prepayment shall be
              applied towards repayment of the relevant Advance.

         14.4 Break Costs

              Each Borrower shall, within three Business Days of demand by
              the Bank (which demand shall specify the amount due and the
              basis of its calculation), pay to the Bank its Break Costs
              attributable to all or any part of a Loan or Unpaid Sum being
              paid by that Borrower on a day other than the last day of an
              Interest Period for that Loan or Unpaid Sum.

15.      FEES

15.1     Facility fees

         The Principal Borrower shall pay to the Bank:

         15.1.1 a facility fee equal to 1.0% of the Revolving Credit Facility A
               and the Term Loan Facility B, all to be payable to the Bank on
               the date of this Agreement; and

         15.1.2 a facility fee equal to 0.5% of the Revolving Credit Facility A
               and the Term Loan Facilities to be payable to the Bank on the
               Completion Date,

         PROVIDED THAT if Completion does not occur by the end of the
         Commitment Period for the Term Loan Facility B the Bank shall,
         on request from the Principal Borrower, promptly reimburse
         half of the fee received by it pursuant to clause 15.1.1 minus
         the Bank's reasonable costs and expenses incurred up to the
         end of such Commitment Period in connection with the Finance
         Documents in accordance with clause 7.3.1 unless the reason
         Completion did not occur was because the Resolutions were not

                                       14
<PAGE>

         passed (in which event, for the avoidance of doubt, the Bank
         shall be under no obligation to return any of the fee received
         by it pursuant to clause 15.1.1).

15.2     Commitment fee

         The Principal Borrower shall pay to the Bank a fee in Sterling
         computed at the rate of fifty per cent (50%) per annum of the
         applicable Margin on the Available Revolving Credit Facility
         A, for the period from the date of this Agreement until the
         earlier of the end of the relevant Commitment Period for such
         Facility and the date such Facility has been utilised in full,
         payable on the last day of each Quarterly Period in arrears.

15.3     Guarantee fee

         The Principal Borrower shall pay to the Bank a fee in Sterling
         computed at a rate per annum equal to the Margin for the
         Guarantee Facility C in respect of the liability (both actual
         and contingent) of the Bank under each outstanding Bank
         Guarantee. Such fee shall be payable on the Bank's standard
         quarterly accounting dates (as notified to the Principal
         Borrower on request) in arrears following the date such Bank
         Guarantee is issued until the Bank Guarantee has terminated
         and the Bank no longer has any liability (both actual and
         contingent) thereunder.

16.      TAX GROSS-UP AND INDEMNITIES

         16.1 Grossing up of payments

         If any Borrower is compelled by law to withhold or deduct any
         Taxes from any sum payable hereunder:

         16.1.1 the sum so payable by such Borrower shall be increased so as to
               result in the receipt by the Bank of a net amount equal to the
               full amount expressed to be payable hereunder; and

         16.1.2 such Borrower shall, as soon as reasonably practicable, deliver
               to the Bank an original receipt (or a certified copy thereof)
               evidencing the payment by such Borrower to the appropriate
               authority of all amounts so required to be withheld or deducted,

         provided that increased amounts shall only be payable by any
         Borrower to the Bank under this clause 16.1 if and so long as
         the Bank is, and continues to be, a Qualifying Bank.

16.2     Tax credit

         If any Borrower pays any such additional amount as is referred
         to in clause 16.1 in respect of any such deduction or
         withholding and the Bank determines that it has received a
         credit or refund for any Tax payable by it, or similar benefit
         by reason of such deduction or withholding, the Bank will (to
         the extent that it can do so without prejudice to the
         retention of such credit or refund and to the extent that it
         is not unlawful or contrary to any official directive for it
         to do so) reimburse such Borrower with such amount (if any) as
         the Bank determines (acting reasonably) will leave the Bank in
         no better or worse position than it would have been in if such
         Borrower had not been required to make such deduction or
         withholding. The Bank shall have an absolute discretion as to
         the order and manner in which it claims any credit or refund
         available to it and, in no circumstances, shall the Bank be
         obliged to disclose to any Borrower or to any other person any
         information regarding its Tax affairs or Tax computations.

                                       15
<PAGE>

16.3     Repayment after grossing up

         Without prejudice to the rights of the Bank under this clause
         16.3, if at any time any Borrower is required to make any
         payment pursuant to clause 16.1, for so long as the
         circumstances giving rise to such payment continue, such
         Borrower may, on giving the Bank not less than 5 Business
         Days' irrevocable notice in writing:

         16.3.1 cancel the liability of the Bank to continue its participation
               in the Loans and the Facilities; and/or

         16.3.2 prepay, without penalty or fee (including any Prepayment Fee),
               the whole (but not part only) of the Facilities together in each
               case with all accrued interest thereon and all other sums due and
               payable hereunder (including, without limitation, any break
               funding costs payable pursuant to clause 14) under the terms of
               the Finance Documents.

         16.4 Filings

              If any Borrower or other Chargor is required by law (or would
              in the absence of any appropriate filing be required) to make
              a deduction or withholding for or on account of Taxes or any
              other deduction contemplated by this clause 16, that Borrower
              or other Chargor shall promptly file all forms and documents
              which the appropriate Taxes authority may reasonably require
              in order to enable that Borrower or other Chargor to make
              relevant payments under the Finance Documents without having
              to make that deduction or withholding.

17.      INCREASED COST

         17.1 Compensation for increased costs

              If as a result of:

         17.1.1 the enactment or making of or any change in any applicable law
               or regulation (including, without limitation, any rule and
               regulation of a recognised self -regulating organisation of which
               the Bank is a member (as that term is defined in the Financial
               Services and Markets Act 2000)), or directive, or in the
               interpretation thereof by any governmental authority charged with
               the administration of any such law, regulation or directive,
               otherwise than a law, regulation or directive or the
               interpretation thereof, in so far as, in each case, the same
               relates to Taxes; or

         17.1.2 compliance by the Bank with any request (whether or not having
               the force of law, provided that, in the case of any request which
               does not have the force of law, it is usual for the Bank to
               comply with such request) of any central bank, or other
               comparable governmental authority or agency, or the imposition or
               modification of any reserve requirements applicable to the Bank,


                                       16
<PAGE>

               including any requirement which affects the manner in which the
               Bank allocates capital resources to its commitments, including
               its commitments hereunder to provide the Loans (or any of them)
               (other than any such requirement the cost of compliance with
               which is recoverable under the Mandatory Costs at that time); or

         17.1.3 the subjection of the Bank to any Tax in respect of making
               available or continuing to make available the Facilities (or any
               of them) or any change in the basis of Taxation of any payment
               made, or to be made, to the Bank under this Agreement (except, in
               each case, for Tax on the overall net income or profits of the
               Bank),

         which occurs or takes effect after the date hereof and as a
         result thereof any of the following consequences occurs:

          (a)  the Bank incurs an additional cost as a result of its having
               entered into any of the Finance Documents, or performing its
               obligations thereunder, or as a result of maintaining the
               availability of the Facilities (or any of them) and is not
               compensated for in accordance with the terms of clause 13; or

          (b)  any sum received, or receivable, by the Bank under any of the
               Finance Documents, or the effective return to it thereunder, is
               reduced (except on account of Tax on its overall net income or
               profit); or

          (c)  the Bank having by law to make any payment (except on account of
               Tax on its overall net income or profits), or forego any interest
               or return calculated by reference to any amount received or
               receivable by it under the Finance Documents,

         then each relevant Borrower shall indemnify the Bank on demand
         against such the amount of such increased costs, reduction,
         payment or foregone interest or other return (without
         prejudice to the obligations of the Bank to mitigate its loss)
         except where the Bank is compensated under clause 16 (Taxes)
         or where such increased costs were caused by any breach by the
         Bank of any law or regulation.

17.2     Repayment after increased cost

         Without prejudice to the rights of the Bank under this clause
         17.2, at any time after receipt of any such demand in
         accordance with the provisions of clause 17.1, and so long as
         the circumstances giving rise to such increased cost or
         diminished return continue, each relevant Borrower may, upon
         giving not less than five Business Days' irrevocable notice in
         writing to the Bank, cancel the liability of the Bank to make
         available the Facilities or to permit any Utilisation of the
         Facilities, whereupon the relevant Borrowers shall prepay,
         without fee or penalty, the whole (but not part only) of the
         Facilities (and provide cash cover in respect of the Guarantee
         Facility C) together with, in each case, accrued interest
         thereon and all other sums due to the Bank including, without
         limitation, any break funding costs payable pursuant to clause
         14 under the terms of the Finance Documents (PROVIDED THAT,
         the Principal Borrower shall not be obliged to pay the
         prepayment fee under clause 8.3 if such increased cost or
         diminished return affects only the Bank (and not, for example
         all UK clearing banks or the banking market generally).


                                       17
<PAGE>

17.3     Mitigation

         The Bank shall take all reasonable steps to mitigate any
         circumstances which arise and which result in any amount
         becoming payable under or pursuant to, or cancelled pursuant
         to any of clauses 16 (Tax Gross-up and Indemnities) or 17
         (Increased cost).

18.      OTHER INDEMNITIES

         18.1 Currency indemnity

               18.1.1 If any sum due from an Obligor under the Finance Documents
                    (a "Sum"), or any order, judgment or award given or made in
                    relation to a Sum, has to be converted from the currency
                    (the "First Currency") in which that Sum is payable into
                    another currency (the "Second Currency") for the purpose of:

               (a)  making or filing a claim or proof against that Obligor;

               (b)  obtaining or enforcing an order, judgment or award in
                    relation to any litigation or arbitration proceedings,

                    that Obligor shall, as an independent obligation,
                    within three Business Days of demand, indemnify the
                    Bank against any cost, loss or liability arising out
                    of or as a result of the conversion including any
                    discrepancy between (i) the rate of exchange used to
                    convert that Sum from the First Currency into the
                    Second Currency and (ii) the rate or rates of
                    exchange available to that person at the time of its
                    receipt of that Sum.

               18.1.2 Each Obligor waives any right it may have in any
                    jurisdiction to pay any amount under the Finance Documents
                    in a currency or currency unit other than that in which it
                    is expressed to be payable.

         18.2 Other indemnities

               18.2.1 The Principal Borrower shall (or shall procure that an
                    Obligor will), within three Business Days of demand,
                    indemnify the Bank against any cost, loss or liability
                    incurred by the Bank as a result of:

                    (a)  the occurrence of any Default;

                    (b)  a failure by an Obligor to pay any amount due under a
                         Finance Document on its due date;

                    (c)  funding, or making arrangements to fund, its
                         participation in a Utilisation requested by a Borrower
                         in a Utilisation Request but not made by reason of the
                         operation of any one or more of the provisions of this
                         Agreement (other than by reason of wilful default or
                         gross negligence by the Bank alone);

                    (d)  a Utilisation (or part of a Utilisation) not being
                         prepaid in accordance with a notice of prepayment given
                         by a Borrower or the Principal Borrower.



                                       18
<PAGE>

                           The Principal Borrower's liability in each case
                           includes any Break Costs and any loss or expense on
                           account of funds borrowed, contracted for or utilised
                           to fund any amount payable under any Finance
                           Document, any guarantee, any amount repaid or any
                           Loan.

19.      COSTS AND EXPENSES

19.1     Transaction expenses

         The Principal Borrower shall promptly on demand pay the Bank
         the amount of all reasonable costs and proper expenses
         (including, without limitation, legal, valuation, accountancy
         and consultancy fees and all out-of-pocket expenses and VAT
         payable thereon) incurred in connection with the negotiation,
         preparation, printing, execution and registration of:

         19.1.1 this Agreement and any other documents referred to in this
               Agreement; and

         19.1.2 any other Finance Documents executed after the date of this
               Agreement.

19.2     Amendment costs

                  If any amendment, waiver or consent is made in relation to any
                  Finance Document, the Principal Borrower shall, within three
                  Business Days of demand, reimburse the Bank for the amount of
                  all reasonable costs and proper expenses in the amount agreed
                  by the Principal Borrower (such agreement not to be
                  unreasonably withheld or delayed) (including, without
                  limitation, legal, valuation, accountancy and consultancy fees
                  and out-of-pocket expenses and VAT payable thereon) reasonably
                  incurred by the Bank in connection with such amendment, waiver
                  or consent. For the avoidance of doubt the Principal Borrower
                  shall not be liable to pay any costs and expenses incurred by
                  any member of the Group (if any) or the Bank or in respect of
                  the syndication, assignment or transfer of all or any part of
                  the Facilities by the Bank to any other person.

19.3     Enforcement costs

         The Principal Borrower shall, within three Business Days of
         demand, pay to the Bank the amount of all costs and expenses
         (including, without limitation, legal, valuation, accountancy
         and consultancy fees and out-of-pocket expenses and VAT
         payable thereon) incurred by the Bank in connection with the
         enforcement of, or the preservation of any rights under, any
         Finance Document.

20.      REPRESENTATIONS

         20.1 Initial Representations

              Each Obligor makes the representations and warranties set out
              in schedule 8 hereto to the Bank on the date of this Agreement
              and on the Exchange Date and the Completion Date (save that,
              on the Completion Date, references to the "Group" or a "member
              of the Group" shall include the Target Group and members of
              the Target Group).

                                       19
<PAGE>

20.2     Repetition

         The Repeating Representations are deemed to be made by each
         Obligor by reference to the facts and circumstances then
         existing on:

         20.2.1 the date of each Utilisation Request and the first day of each
               Interest Period; and

         20.2.2 in respect of an additional Borrower, the day on which it
               becomes (or it is proposed that it becomes) an additional
               Borrower.

21.      INFORMATION UNDERTAKINGS

    The undertakings in this clause 21 remain in force from the date of this
    Agreement for so long as any amount is outstanding under the Finance
    Documents or the Bank has any obligation in respect of any Facility.

21.1     Financial Information

         The Principal Borrower shall supply to the Bank:

         21.1.1 as soon as the same become available, but in any event within
               120 days after the end of each ARP the Audited Accounts of the
               Group for that ARP; and

         21.1.2 as soon as the same become available, but in any event within
               180 days after the end of each ARP, the Audited Accounts of each
               Obligor for that ARP;

         21.1.3 as soon as the same become available, but in any event within
               30 days after the end of each Month the consolidated Monthly
               Management Accounts of the Group for that Month; and

         21.1.4 as soon as the same become available but in any event within 90
               days of the Group's half year the consolidated interim management
               accounts of the Group for such 6 month period.

21.2     Annual Budget and Balance Sheet

         In respect of each ARP of the Principal Borrower, the
         Principal Borrower shall submit to the Bank by no later than
         one month following the beginning of such ARP, itemised
         consolidated capital and revenue budgets and balance sheets
         for the Group, in a format acceptable to the Bank (acting
         reasonably), showing forecast trading and cash flow figures
         and all material acquisitions, disposals and other commitments
         proposed for that ARP, such budgets to be broken down on a
         monthly basis and, if appropriate, split between the different
         operations of the Group and setting out, in such detail as the
         Bank may reasonably require, the maximum aggregate amount of
         capital expenditure to be incurred by the Group during the ARP
         to which such budget relates and the class or classes of
         assets to be thereby acquired and any planned material
         disposals of assets. The Principal Borrower agrees that the
         terms of such capital expenditure budget, once submitted by
         the Bank, shall not change in relation to the relevant ARP,
         unless the Bank gives its prior written consent in writing.

                                       20
<PAGE>

21.3 Compliance Certificate and Verification

         21.3.1 The Principal Borrower shall supply to the Bank with each set
               of financial statements delivered pursuant to clause 21.1 where
               the date to which the same have been prepared is also a testing
               date of the financial covenants under clause 22.1 (Financial
               Covenants), a Compliance Certificate setting out (in reasonable
               detail) computations as to whether or not there has been
               compliance with clause 22.1 (Financial Covenants) and the Margin
               Reduction Targets as at the date as at which those financial
               statements were drawn up. Each such Compliance Certificate shall
               be signed by two directors (without personal liability) of the
               Principal Borrower (one of whom shall be the finance director of
               the Principal Borrower).

         21.3.2 The Principal Borrower shall use its reasonable endeavours to
               ensure that each set of Audited Accounts is also be accompanied
               by a certificate signed by the Principal Borrower's auditors (the
               "Auditors Certificate") which shall:

               (a)  be in a form acceptable to the Bank (acting reasonably);

               (b)  demonstrate whether or not, as at the date of the relevant
                    Audited Accounts, the ratios set out in clause 22.1
                    (Financial Covenants) have been achieved; and

               (c)  attach computations in reasonable detail verifying the same.

21.4     Investigations

         21.4.1 If the Bank has reasonable grounds for believing that either:

               (a)  any financial statements or calculations provided under this
                    Agreement are inaccurate or incomplete in any material
                    respect; or

               (b)  an Obligor is, or may shortly be, in breach of any of its
                    material obligations under this Agreement,

         then the Principal Borrower will at its own expense,
         if so required by the Bank if the Bank considers it
         appropriate, instruct the Auditors to discuss the
         financial position of the Group with the Bank and to
         disclose to the Bank (and provide copies of) such
         information as the Bank may reasonably request
         regarding the financial condition and business of the
         Group.

         21.4.2 If, having taken the steps in 21.4.1 above the Bank (acting
               reasonably) believes that the provisions of clauses 21.4.1(a) or
               21.4.1(b) still apply, then the Bank may instruct the Auditors
               (or other firm of accountants selected by the Bank) to carry out
               an investigation at the Principal Borrower's expense into the
               affairs, the financial performance and/or the accounting and
               other reporting procedures and standards of the Group, and the
               Principal Borrower will procure that full co-operation is given
               to the Auditors or other firm of accountants so selected.


                                       21
<PAGE>

21.5     Requirements as to financial statements

         21.5.1 Each set of financial statements delivered by the Principal
               Borrower pursuant to clauses 21.1.1 to 21.1.3 shall be certified
               by a director (without personal liability) of the relevant
               company as fairly representing its financial condition as at the
               date as at which those financial statements were drawn up and
               each set of Monthly Management Accounts shall include the
               following:

               (a)  a consolidated profit and loss account and balance sheet for
                    the Group for such period;

               (b)  a comparison of actual performance for each such period
                    against budgeted performance as set out in the Annual
                    Budget;

               (c)  a commentary of the Management of the Principal Borrower in
                    respect of the comparison referred to in clause (b)
                    explaining such variances;

               (d)  details of the Group's:

                    (i)  missed call percentages;

                    (ii) sales and margin mix;

                    (iii) internet down-time percentage; and

                    (iv) conversion rate,

                                    for such period,

         and each set of Monthly Management Accounts for the
         end of each Quarterly Period shall also include a
         cash flow statement for the Group for such period;

         21.5.2 The Principal Borrower shall procure that each set of financial
               statements of an Obligor delivered pursuant to clauses 21.1.1 to
               21.1.3 are prepared using GAAP, accounting practices and
               financial reference periods consistent with those applied in the
               preparation of the immediately preceding financial statements for
               that Obligor unless, in relation to any set of financial
               statements, it notifies the Bank that there has been a change in
               GAAP, the accounting practices or financial reference periods and
               its Auditors (or, if appropriate, the Auditors of the Obligor)
               deliver to the Bank:

               21.5.2.1 a description of any change necessary for those
                    financial statements to reflect the GAAP, accounting
                    practices and financial reference periods upon which that
                    Obligor's previous financial statements were prepared; and

               21.5.2.2 sufficient information, in form and substance as may be
                    reasonably required by the Bank, to enable the Bank to
                    determine whether the Financial Covenants have been complied
                    with and make an accurate comparison between the financial
                    position indicated in those financial statements and the
                    previous financial statements of the relevant Obligor.

                                       22
<PAGE>

                           Any reference in this Agreement to those financial
                           statements shall be construed as a reference to those
                           financial statements as adjusted to reflect the basis
                           upon which the previous financial statements of the
                           relevant Obligor were prepared.

         21.5.3 If any change in GAAP, the accounting practices or financial
               reference periods occurs as referred to in clause 21.5.2, the
               Bank and the Principal Borrower shall negotiate in good faith
               with the aim that the Financial Covenants may (if necessary) be
               amended to reflect the changes in GAAP, accounting practices
               applied or accounting periods applied in respect of such
               financial statements, PROVIDED THAT, if such negotiations are not
               concluded to the satisfaction of the Bank (acting reasonably)
               within a period of 30 days from the commencement thereof, the
               Principal Borrower agrees that it will provide financial
               statements on the same basis as applied immediately prior to such
               change.

21.6     Information: miscellaneous

         The Principal Borrower shall supply to the Bank :

         21.6.1 all documents dispatched by the Principal Borrower to its
               shareholders (or any class of them) or its creditors generally at
               the same time as they are dispatched;

         21.6.2 a copy of each quarterly return the Group makes to the
               Securities and Exchange Commission (in the USA) in accordance
               with its obligations in respect of its NASDAQ listing within 30
               days of such return being made;

         21.6.3 a copy of each quarterly return the Group makes to the CAA in
               respect of the "free asset" test made by the CAA (together with
               any further documentation supplied in connection thereto by the
               Group) within 30 days of such return being made;

         21.6.4 promptly, such further information regarding the financial
               condition, business and operations of any member of the Group as
               the Bank may reasonably request; and

         21.6.5 at the same time as it delivers to the Bank the Monthly
               Management Accounts pursuant to clause 21.1.3, an update on the
               implementation of the Impact IT System and integration of the
               Target Group into the Group (and details of any changes from the
               integration plan delivered pursuant to clause 8.4), until such
               time as such implementation and integration has completed.

21.7     Notification of default

         21.7.1 Each Obligor shall notify the Bank of any Default (and the
               steps, if any, being taken to remedy it) promptly upon becoming
               aware of its occurrence (unless that Obligor is aware that a
               notification has already been provided by another Obligor).

         21.7.2 Promptly upon a request by the Bank, the Principal Borrower
               shall supply to the Bank a certificate signed by two of its
               directors or senior officers on its behalf certifying that no
               Default is continuing (or if a Default is continuing, specifying
               the Default and the steps, if any, being taken to remedy it).


                                       23
<PAGE>

22.      FINANCIAL CONDITION

         22.1 Financial Covenants

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

               22.1.1 Absolute EBIT

                      The amount of EBIT at the end of each Quarterly
                      Period referred to below shall equal or exceed the
                      amount set out opposite such period:
<TABLE>
<CAPTION>

                      Quarterly Period Ending                                Amount ((pound))

<S>                   <C>     <C>                                             <C>
                      30 June 2003                                            1,000,000
                      30 September 2003                                       6,750,000
                      31 December 2003                                       11,500,000
                      31 March 2004                                          12,000,000
                      30 June 2004                                           12,000,000
                      Thereafter                                             12,000,000
</TABLE>


               22.1.2 Senior Debt minus Bond Liabilities/EBIT Ratio

                      The ratio of the aggregate amount of Senior Debt
                      minus Bond Liabilities to EBIT in respect of each of
                      the periods set out below, is not greater than the
                      ratio specified in respect of such period:
<TABLE>
<CAPTION>

                      Quarterly Period Ending                                Ratio

<S>                   <C>         <C>                                        <C>  <C>
                      31 December 2003                                       2.75:1
                      31 March 2004                                          2.25:1
                      30 June 2004                                           2.00:1
                      Thereafter                                             2.00:1

               22.1.3 Senior Debt/EBIT Ratio

                      The ratio of the aggregate amount of the Senior Debt
                      to EBIT, in respect of the periods set out below is
                      not greater than the ratio specified in respect of
                      such period:
</TABLE>

<TABLE>
<CAPTION>

                      Quarterly Period Ending                                Ratio

<S>                   <C>         <C>                                        <C> <C>
                      31 December 2003                                       4.0:1
                      31 March 2004                                          3.0:1
                      30 June 2004                                           2.5:1
                      Thereafter                                             2.5:1
</TABLE>

                                       24
<PAGE>


               22.1.4 Total Debt Service Cover

                      The ratio of Operating Cash Flow (excluding any
                      increase/decrease in Working Capital) to Total Debt
                      Service at the end of each Quarterly Period following
                      (and including) the Quarterly Period ending 30
                      September 2003 shall equal or exceed 1.5:1.0.

               22.1.5 Absolute Cash Flow

                      The amount of Operating Cash Flow at the end of each
                      Quarterly Period referred to below shall equal or
                      exceed the amount set out opposite such period:
<TABLE>
<CAPTION>

                      Quarterly Period Ending                                Amount ((pound))

<S>                   <C>          <C>                                       <C>
                      30 September 2003                                      11,000,000
                      31 December 2003                                        3,000,000
                      31 March 2004                                          20,000,000
                      30 June 2004                                           20,000,000
                      Thereafter                                             20,000,000
</TABLE>


               22.1.6 Cash / Trade Creditor Ratio

                      The ratio of Cash to Trade Creditors (when measured
                      by reference to the most recent Monthly Management
                      Accounts or Audited Accounts) will at all times be at
                      least equal to or 1.0:1, save in respect of the
                      period to 1 May 2003 to 30 September 2003 when the
                      ratio shall be equal to or exceed 0.9:1.

               22.1.7 Net Worth

                      The Net Worth (to be measured by reference to the
                      most recent Monthly Management Accounts or Audited
                      Accounts) will at all times during the periods listed
                      below be not less than the amount set out opposite
                      such period;
<TABLE>
<CAPTION>

                      Period                                                      (pound)

<S>                                      <C>         <C>                        <C>
                      Completion Date to 31 December 2003                       30,000,000
                      1 January 2004 to 29 September 2004                       37,500,000
                      Thereafter                                                37,500,000
</TABLE>


22.2 Testing of Financial Covenants

         The Financial Covenants shall be tested by reference to:

         22.2.1 the Audited Accounts of the Group for the relevant ARP; and

         22.2.2 the Monthly Management Accounts of the Group for the relevant
               period,

         calculated (except for the Net Worth test under clause 19.1.7
         and the ratio of Cash to Trade Creditors under clause 19.1.6
         and when calculating the amount of Senior Debt, Bond


                                       25
<PAGE>

         Liabilities and Deferred Consideration, which shall all be
         calculated by reference to the relevant amount as at the
         relevant date and not on a rolling 12 Month basis) on a
         rolling 12 Month basis by reference to the 12 Months ending on
         the last day of the relevant period except during the period
         from 1 February 2003 to 31 December 2003 (inclusive) when the
         calculation shall be made on a cumulative basis from 1
         February 2003.

22.3     Audited Accounts to prevail

         If, in respect of any period, there is any discrepancy between
         the information set out in the Monthly Management Accounts for
         such period and the information set out in the Audited
         Accounts for that period, the information in the Audited
         Accounts shall prevail.

22.4     Definitions

         In this Agreement the following terms shall have the following
         meanings:

         "Bond Liabilities" means the aggregate of the Group's
         liability (actual and contingent but without double-counting)
         under all guarantees, bonds, indemnities and sureties issues
         by any Group Company or on its behalf (and including any
         liability under any Bank Guarantees);

         "Cash" means, at any time, the aggregate amount of cash at
         bank (as such term is used in the relevant financial
         statements and in accordance with GAAP) of the Group;

         "Deferred Consideration" means the sum of (pound)3,000,000
         payable to the Vendors pursuant to clause 6.1.1(iii) of the
         Acquisition Agreement;

         "EBIT" means for any period the consolidated profit of the Group
         for such period:

          (i)  before taking into account all extraordinary items (whether
               positive or negative) but after taking into account all
               exceptional items (whether positive or negative) other than
               exceptional charges of up to (pound)7,900,000 in aggregate which
               may be incurred in 2003;

          (ii) before deducting all advance corporation tax, mainstream
               corporation tax and their equivalents in any relevant
               jurisdiction;

          (iii) before taking into account interest accrued as an obligation of
               or owed to any member of the Group whether or not paid, deferred
               or capitalised during such period;

          (iv) after deducting (to the extent otherwise included) any gain over
               book value arising in favour of the Group on the sale, lease or
               other disposal of any asset (other than the sale of trading
               stock) during such period and any gain arising on any revaluation
               of any asset during such period;

          (v)  before deduction of any amount charged in respect of the costs of
               the Acquisition and any amount written off the value attributed
               to acquisition goodwill (in respect of the Acquisition and
               acquisitions which occurred prior to the date of this Agreement);
               and

          (vi) before deduction of Stock Compensation Charges incurred during
               such period;

         "EBITDA" means, for any period, EBIT adding back any amounts
         deducted in respect of depreciation charged;

                                       26
<PAGE>

         "FRS" means the Financial Reporting Standards issued by the
         Accounting Standards Board for application in England and
         Wales;

         "Net Worth" means, at any time, the aggregate of:

          (i)  the amounts paid up, or credited as paid up, on the issued share
               capital of the Group;

          (ii) any credit balance on the consolidated profit and loss account of
               the Group after adding back any goodwill arising on the
               acquisition of the Target, to the extent that it has been
               amortised through the consolidation profit and loss account of
               the Group; and

          (iii) any amount standing to the credit of any other consolidated
               capital and revenue reserves of the Group, including any share
               premium account and capital redemption reserve;

         less the aggregate at such time of:

               (a)  any debit balance on the consolidated profit and loss
                    account of the Group, after adding back any goodwill arising
                    on the acquisition of the Target, to the extent that it has
                    been amortised through the consolidated profit and loss
                    account of the Group;

               (b)  any reserves attributable to interests of minority
                    shareholders in any Subsidiary;

               (c)  any amount shown in such consolidated balance sheet in
                    respect of goodwill and other intangible assets (but
                    ignoring any amount shown in such consolidated balance sheet
                    in respect of goodwill arising on the acquisition of the
                    Target); and

               (d)  such part of the share capital or reserves as is, in the
                    opinion of the Auditors, attributable to any writing up of
                    any book values of any fixed assets after the Completion
                    Date or, in the case of a company becoming a Group Company
                    after the Completion Date, after the date of its becoming a
                    Group Company,

               all as shown by the latest audited consolidated
               accounts of the Group or by the latest consolidated
               unaudited Monthly Management Accounts of the Group;

         "Operating Cash Flow" means in respect of any period, EBITDA for that
         period:

          (i)  less any increase in Working Capital (or plus any decrease in
               Working Capital);

          (ii) less the amount of Capital Expenditure incurred in the period
               (after netting off the Net Proceeds received in relation to any
               disposal);

          (iii) less any costs incurred in respect of any acquisitions made
               after the Completion Date and permitted under clause 23.12.1;


                                       27
<PAGE>

          (iv) less payment of Taxes accounted for as advance corporation tax or
               mainstream tax in accordance with current tax legislation from
               time to time (net of any corporation tax repayments received);

          (v)  less any capital repayments and adding back any capital receipts
               under finance leases and hire purchase agreements;

          (vi) less any exceptional charges (other than up to (pound)6,000,000
               (in aggregate) of exceptional charges which may be incurred in
               2003), or plus any exceptional income, determined in accordance
               with FRS 3 to the extent these have not been taken into account
               elsewhere in determining EBIT (to avoid double counting) and to
               the extent paid (or received) in cash;

         "Senior Debt" means, at any time, the aggregate of:

          (i)  the Loans;

          (ii) the Group's liability (actual and contingent) under all other
               guarantees, bonds, indemnities and sureties issued by any Group
               Company or on its behalf (and including any liability under Bank
               Guarantees);

          (iii) the capital element of hire purchase and finance lease
               commitments of the Group; and

          (iv) the Deferred Consideration;

         "Senior Interest" means, in respect of a period, all interest,
         fees, commissions and charges payable by any Group Company on
         the Senior Debt for that period;

         "Stock Compensation Charges" means in respect of any period,
         the amount charged and/or released (as the case may be) to
         profits for that period in respect of share options and other
         share based incentive plans of the Group in accordance with
         GAAP;

         "Total Debt Service" means, in respect of any period, the
         aggregate of:

          (i)  the principal amount of any Scheduled Repayments during such
               period;

          (ii) the amount of any Senior Interest payable during such period;

          (iii) the aggregate principal amount of all dividends and
               distributions (whether in cash or in specie and including,
               without limitation, share redemptions and purchases) paid by the
               Principal Borrower during such period;

         "Trade Creditors" means at any time the aggregate amount due
         to trade creditors of the Group but excluding any trade
         creditors which are also a Group Company;

         "Working Capital" means:

          (i)  the aggregate amount receivable by each member of the Group from
               trade debtors (net of provisions for bad or doubtful debts),
               other debtors, prepayments and accrued income; plus

          (ii) stock and work-in-progress; less

          (iii) any amounts due to trade creditors and other creditors
               (excluding Financial Indebtedness under this Agreement) within
               one year (to include accruals (other than accruals of interest on
               Financial Indebtedness and accruals of dividends), deferred
               income, PAYE and VAT).

                                       28
<PAGE>


23.      NEGATIVE UNDERTAKINGS

         While any amounts are outstanding under the Finance Documents or the
         Bank has any obligation in respect of any Facility, the Principal
         Borrower shall not and the Principal Borrower shall procure that no
         member of the Group shall (unless the Bank otherwise consents in
         writing):

23.1     Changing any ARP

         alter its ARP from 31 December (other than in respect of the
         Target Group whose current ARP will end on 31 March 2003 but
         thereafter their ARP will end on 31 December). If the Bank
         consents to a change to its ARP, it may require such changes
         to the Financial Covenants and/or any other provisions of this
         Agreement as will fairly reflect the change to the ARP and the
         Principal Borrower shall procure that the ARPs of each member
         of the Group shall be the same;

23.2     Disposals

         sell, transfer, lease, lend or otherwise dispose of, whether
         by a single transaction or a number of transactions and
         whether related or not, the whole or any part of its
         undertaking, business or assets, save for:

         23.2.1 disposals of obsolete, damaged or redundant plant, equipment or
               vehicles on arm's length terms and for fair market value;

         23.2.2 disposals of stock or services in the ordinary course of
               business on arm's length terms for full consideration;

         23.2.3 disposals of cash in the ordinary course of business on arm's
               length terms not otherwise restricted by the terms of the Finance
               Documents;

         23.2.4 provided no Default has occurred and is continuing, disposals
               of assets not falling within clauses 23.2.1 to 23.2.3 (other than
               Material Intellectual Property or the sale of shares or any
               interest in any member of the Group or the Property) on arm's
               length terms, where the aggregate value in respect of all such
               disposals in any ARP does not exceed (pound)500,000;

         23.2.5 disposals of assets between UK Chargors;

         23.2.6 disposals of assets on arm's length terms by a member of the
               Group which is not a UK Chargor to a UK Chargor;

         23.2.7 provided no Default has occurred and is continuing, disposals
               of assets not falling within clauses 23.2.1 to 23.2.6 (other than
               Material Intellectual Property or any Property or the sale of
               shares or any interest in any member of the Group) on arm's
               length terms, where the proceeds of sale (net of Taxes applicable
               on the disposal and all reasonable third party costs, fees or
               expenses incurred by a Group Company in arranging and effecting
               that disposal) are applied towards the acquisition of a
               replacement asset within 6 months of such disposal (and pending
               such acquisition, such disposal proceeds shall be placed in a Net
               Proceeds Account, and if such proceeds are not so applied they
               shall be treated as Net Proceeds and applied to repay the
               Facilities in accordance with to clause 11.1.2(b)); and

                                       29
<PAGE>

         23.2.8 loans permitted under clause 23.4,

         (together the "Permitted Disposals");

23.3     Financial Indebtedness

         incur Financial Indebtedness other than:

         23.3.1 Financial Indebtedness under any Finance Document;

         23.3.2 Financial Indebtedness of the Group at any time in respect of
               all its finance leases or contracts for hire purchase up to a
               maximum aggregate liability over the term of the relevant leases
               or contracts of up to (pound)600,000 (or its equivalent in any
               other currency);

         23.3.3 Financial Indebtedness between Chargors;

         23.3.4 Financial Indebtedness owed by a Non-Chargor to a Chargor;

         23.3.5 Financial Indebtedness between Non-Chargors;

         23.3.6 trade credit extended on normal commercial terms in the
               ordinary course of business;

         23.3.7 Existing Barclays Indebtedness and any other Financial
               Indebtedness owed by any Group Company to the Bank;

         23.3.8 Financial Indebtedness in respect of Permitted Bonds;

         23.3.9 Financial Indebtedness owed by any Group Company to ABTA, IATA
               or the CAA (or their equivalent in any other jurisdiction) in
               respect of any Material Contracts and Membership (or their
               equivalent in any other jurisdiction);

         23.3.10 Financial Indebtedness of up to a maximum aggregate amount of
               (pound)25,000 owed by Bridge the World Travel Service Limited and
               charged pursuant to the rent deposit deed referred to in clause
               23.7.7;

         23.3.11 unsecured Financial Indebtedness owed by the Target Group to
               Lloyds TSB Bank plc (where such Financial Indebtedness is not
               guaranteed by the Bank pursuant to a Bank Guarantee) and which
               has been approved in writing by the Bank;

         23.3.12 Financial Indebtedness of the Group to a person where such
               Financial Indebtedness is guaranteed by the Bank pursuant to a
               Bank Guarantee;

                                       30
<PAGE>

         23.3.13 Financial Indebtedness owed by a Chargor to a Non-Chargor
               which is permitted by clause 24.16.2;

23.4     Loans and Credits

         make any loans or grant any credit except for:

         23.4.1 trade credit extended on normal commercial terms in the
               ordinary course of business;

         23.4.2 loans made between UK Chargors;

         23.4.3 loans to employees of the Group not exceeding an aggregate
               amount of(pound)100,000 at any time; and

         23.4.4 loans permitted by clause 24.16.2;

23.5     Guarantees and Indemnities

         not give any guarantee, bond, indemnity or other assurance
         against financial loss or otherwise assume any liability
         except:

         23.5.1 under the Finance Documents;

         23.5.2 in respect of any obligations of any Obligor (where such
               obligations are incurred without breach of this Agreement);

         23.5.3 Financial Indebtedness permitted by clause 23.3;

         23.5.4 in respect of the obligations of any Non-Chargor and permitted
               by clause 24.16.2;

23.6     Factoring

         not enter into or permit to subsist any arrangement to sell or
         dispose of any debts, goods or constraints of a member of the
         Group which would have the commercial effect of factoring or
         discovering the underlying receivables or other income stream
         payable in respect of such debts, goods and constraints;

23.7     Security

         create or permit to subsist any Security on its undertaking,
         property or assets (or any part thereof other than):

         23.7.1 Security constituted or evidenced by the Security Documents;

         23.7.2 any lien arising by law or in the ordinary course of business;

         23.7.3 any netting or set-off arrangement entered into by any member
               of the Group in the ordinary course of any banking arrangements
               permitted to be entered into by the terms of this Agreement;

                                       31
<PAGE>

         23.7.4 any retention of title arrangements entered into in the
               ordinary course of business;

         23.7.5 Security to be discharged in full on the Completion Date;

         23.7.6 Security existing over any property or asset acquired by a
               Group Company (other than in connection with the Acquisition
               which Security is to be discharged simultaneously with
               Completion) provided that such Security is discharged in full as
               soon as practicable and in any event within 15 days of such
               acquisition;

         23.7.7 Security constituted by the rent deposit deed dated 1 June 1998
               made by Bridge the World Travel Service Limited in favour of
               Capital and Counties PLC.

23.8     Transactions similar to Security

         23.8.1 sell or otherwise dispose of any of its assets on terms where
               such asset may be leased back to or re-acquired by any member of
               the Group (save if such sale or other disposal and lease back or
               reacquisition is between UK Chargors); or

         23.8.2 purchase any asset on terms providing for a retention of title
               by the vendor or on conditional sale terms or on terms having a
               like substantive effect to any of the foregoing except (i) for
               assets purchased in the ordinary course of trade on the normal
               commercial terms of the vendor, and (ii) for fixed assets
               acquired by stage payments payable by reference to the completion
               of certain works or the conversion of such fixed assets;

23.9     Options

         enter into or permit to subsist any arrangement whereby any
         person has the right (whether or not exercisable only on a
         contingency) to require any member of the Group:

         23.9.1 to purchase or otherwise acquire any property or any interest
               in property; or

         23.9.2 to sell or otherwise dispose of any property or interest in
               property;

23.10    Merger

         merge or consolidate with any other person (other than as part
         of a reconstruction, amalgamation or reorganisation on terms
         previously approved in writing by the Bank);

23.11    Joint Ventures

         form, enter into or operate any Joint Venture;

                                       32
<PAGE>

23.12    Acquisitions or Investments

         23.12.1 make any acquisition or investment, whether by a single
               transaction or a number of transactions and whether related or
               not, of or in relation to any business save for the Acquisition;

         23.12.2 lease (or otherwise acquire the use of) any premises, save for
               any lease entered into by a member of the Group in the ordinary
               course of its business;

23.13    Material change in business

         make any material change in the nature of the business carried
         on by the Group as at the date of this Agreement, or enter
         into any new or unrelated business;

23.14    Dividends and Distributions on shares - limited prohibition

         23.14.1 declare or pay any dividend on any of its shares; or

         23.14.2 pay any unpaid arrears and accruals of any dividend in respect
               of any of its shares; or

         23.14.3 make any other distribution of income or fees to members in
               respect of its shares,

         except:

         (i)      dividends and distributions paid by a member of the
                  Group to a Chargor; and

         (ii)     dividends from the Principal Borrower to its members
                  where the Bank has received, not less than ten
                  Business Days prior to a proposed dividend
                  declaration or payment being made, written notice
                  from the Principal Borrower stating the amount of the
                  dividend to be paid and the scheduled date for
                  payment.

23.15    Redemptions and distributions - total prohibition

         23.15.1 make any distribution of capital (whether in cash or specie)
               to its members; or

         23.15.2 redeem or purchase any of its shares; or

         23.15.3 otherwise reduce its capital;

23.16    Amendments to Principal Contracts

         make any material  amendment  to,  waive,  supplement  or vary in any
         material  respect the terms of the  Acquisition Documents;

23.17    Appointment of Auditors

         appoint any auditors of the Principal Borrower or any other member of
         the Group (other than an Approved Auditor);

                                       33
<PAGE>

23.18    Other bank accounts

         after the Completion Date, open or maintain any bank account
         with any recognised bank or building society other than:

         23.18.1 accounts maintained with the Bank pursuant to the terms of the
               Finance Documents; and

         23.18.2 the accounts, details of which are set out in Schedule 11,
               which the Group may continue to maintain provided that:

               23.18.2.1 such accounts are operated and kept in credit at all
                    times;

               23.18.2.2 the Principal Borrower provides the Bank with such
                    information as it may reasonably request from time to time
                    concerning such accounts;

               23.18.2.3 if the aggregate credit balance of all such accounts of
                    any Non-Chargor exceeds (pound)750,000 (or its equivalent in
                    any other currency), such excess shall promptly be
                    transferred to an account with the Bank.

23.19    Dormant Group Companies

         carry on any trade or business through, nor transfer any
         assets into, any of the Dormant Group Companies, nor allow any
         Dormant Group Company to incur any liabilities (other than
         statutory liabilities) unless such Dormant Group Company has
         previously entered into a security document in form and
         substance satisfactory to the Bank;

23.20    Inter-company debt

         if any member of the Group is the creditor of any other member
         of the Group in respect of any indebtedness at any time, it
         shall not take any action to cause that indebtedness to become
         due or to be repaid unless no Default has occurred and the
         relevant debtor has sufficient readily available cash to pay
         such sum;

23.21    Announcements

         make, or permit any of its officers or employees to make any
         press release or other media communication in connection with
         the transactions contemplated by the Transaction Documents
         which refers to the Bank without previously agreeing its
         content with the Bank (such consent not to be unreasonably
         withheld or delayed). The Bank shall be entitled to make a
         press releases or other media communication itself in
         connection with the Acquisition with the prior written consent
         of the Principal Borrower (such consent not to be unreasonably
         withheld or delayed);

         23.22 Off-balance sheet financing

         enter into any off-balance sheet finance arrangements.

24.      POSITIVE OBLIGATIONS

                                       34
<PAGE>

    While any amounts are outstanding under the Finance Documents or the Bank
    has any obligation in respect of any Facility, the Principal Borrower shall
    and shall procure that each member of the Group shall (unless the Bank
    otherwise consents in writing):

24.1     Binding obligations

         subject to the Legal Reservations, ensure that all of the
         obligations of any Obligor under the Finance Documents will at
         all times constitute direct, enforceable and binding
         obligations of such Obligor;

24.2     Corporate status

         ensure that each member of the Group does all such things as
         are necessary to maintain its corporate existence (unless it
         is a Dormant Group Company which is the subject of a
         winding-up);

24.3     Pari Passu

         ensure that its payment obligations under the Finance
         Documents rank at least pari passu to the claims of all its
         other creditors, except for the obligations mandatorily
         preferred by law applying to companies generally;

24.4     Details of litigation

         advise the Bank forthwith of the details of any litigation,
         arbitration or other litigious or administrative proceeding
         which is formally commenced against any member of the Group
         and which involves or may involve an amount in excess of
         (pound)50,000 (including any costs likely to be incurred in
         relation to any such action);

24.5     Licences, registration and stamping

         ensure that there:

         24.5.1 shall be obtained, complied with and promptly renewed and
               maintained all Authorisations of;

         24.5.2 shall be made all filings, recordings, registrations or
               enrolments with; and

         24.5.3 shall be paid any stamp, registration or similar tax to be paid
               to,

         he CAA, ABTA, and IATA, any governmental authorities or
         gencies or courts (if any), which are required to be
         btained, complied with, renewed, maintained, made or paid by
         ny member of the Group by the CAA, ABTA, IATA or under any
         pplicable law or regulation in order to enable any member of
         he Group to perform its obligations under any Finance
         ocument to which it is a party, or to ensure the legality,
         alidity and enforceability of any such Finance Document with
         espect to it, or as are required to carry on the business of
         he Group;

24.6     Access

         upon reasonable notice being given by the Bank, the Principal
         Borrower will procure that any one or more representatives of
         the Bank and/or accountants or other professional advisers
         appointed by the Bank are allowed to have access during normal
         business hours to the assets, books and records of each member
         of the Group, and are able to inspect and copy the same (and


                                       35
<PAGE>

         for the avoidance of doubt this clause 24.6 shall not impose
         any obligation on the Group to meet any of the costs of the
         representatives and (or accountants and/or professional
         advisers appointed by the Bank);

24.7     Transaction Documents

         comply with all material terms of the Transaction Documents to which it
         is a party;

24.8     Insurance

         ensure that each Obligor will effect and maintain insurances
         at its own expense in respect of all of its assets and
         business with reputable insurers. Such insurances shall:

         24.8.1 provide cover (on terms commonly available in the relevant
               insurance markets) against all risks which are normally insured
               against by other companies carrying on similar businesses,
               including, without limitation, insurance against business
               interruption, loss of profits, product liability, professional
               indemnity, pollution and public liability;

         24.8.2 be in such amounts as would in the circumstances be prudent for
               such companies and shall include, without limitation, an
               entitlement to receive the full replacement or reinstatement
               value from time to time of any assets destroyed or otherwise
               becoming a total loss;

         24.8.3 procure that if the Bank so requests the interest of the Bank
               as mortgagee is noted on all relevant policies;

         24.8.4 comply with the terms of all such insurance policies, including
               any stipulations or restrictions as to use or operation of any
               asset and shall not do or permit to be done anything which may
               make such insurance policy void or voidable;

         24.8.5 procure that the Obligors shall punctually make all premium and
               other payments necessary for effecting or maintaining such
               insurances;

         24.8.6 if any default shall at any time be made by any Obligor in
               effecting or maintaining such insurance or in producing any such
               receipt to the Bank on demand or depositing any policy with the
               Bank pursuant to the Security Documents, the Bank may take out or
               renew such insurances in such sums as the Bank may think
               expedient and all moneys expended by the Bank under this
               provision shall be recoverable by the Bank under the Finance
               Documents;

         24.8.7 procure that the Obligors shall, if so required by the Bank,
               (acting reasonably) use all their reasonable endeavours to cause
               the policies of insurance maintained by them and in respect of
               which the Bank has requested its interest as mortgagee to be
               noted pursuant to clause 24.8.3 to be forthwith amended to
               include clauses in form satisfactory to the Bank to ensure that
               the policies shall not be voidable by the insurers as a result of
               any misrepresentation, non-disclosure of material facts or breach
               of warranty provided that in each case there shall have been no
               fraud or wilful deceit on the part of the insured Obligor,


                                       36
<PAGE>

                and each Obligor will supply on written request copies of each
                policy of insurance required to be maintained in accordance with
                this clause 24.8, together with the current premium receipts
                relating thereto;

24.9     Preservation of Intellectual Property

         ensure that each member of the Group will:

         24.9.1 observe and comply with all material obligations and laws to
               which it is subject in its capacity as registered proprietor,
               beneficial owner, user, licensor or licensee of its Material
               Intellectual Property or any part thereof;

         24.9.2 do all acts as are reasonably practicable to maintain, protect
               and safeguard its Material Intellectual Property (including the
               commencement of legal proceedings) and not discontinue the use of
               any of its Material Intellectual Property, nor, so far as it is
               able, allow it to be used in such a way that it is put at risk by
               becoming generic or by being identified as disreputable in any
               way;

         24.9.3 not change the specification referred to in any of its
               registration of any Material Intellectual Property or permit any
               disclaimer, condition, restriction, memorandum or other thing to
               be entered on the registration of any of the trade marks
               comprised within such Intellectual Property, the effect of which
               will be to materially and adversely affect the value of such
               trade marks;

         24.9.4 (save as pursuant to the Security Documents) not assign, sever,
               dispose of, or otherwise part with, control of its Material
               Intellectual Property;

         24.9.5 maintain a centralised record of all its Material Intellectual
               Property (including details of agents engaged in relation to
               registrations thereof); and

         24.9.6 as and when reasonably requested by the Bank, promptly provide
               the Bank with a copy of the record described in clause 24.9.5
               and/or a written summary of all its Material Intellectual
               Property created or acquired since the date of this Agreement or
               the date of the last notification, in accordance with the
               provisions of this clause 24.9.6;

         24.9.7 make such registrations and pay such fees, registration Taxes
               and similar costs as are necessary to keep the registered
               Material Intellectual Property in force and record its interest
               in such Material Intellectual Property;

24.10    Environmental protection

         24.10.1 obtain all requisite Environmental Licences and comply in all
               material respects with (i) the terms and conditions of all
               Environmental Licences applicable to it and (ii) all other
               applicable Environmental Laws; and


                                       37
<PAGE>

         24.10.2 promptly upon receipt of the same, notify the Bank of any
               claim, notice or other communication served on it in respect of
               any alleged breach of or corrective or remedial obligation or
               liability under any Environmental Law; and

         24.10.3 indemnify the Bank, each receiver appointed under any Security
               Document and their respective officers, employees, agents and
               delegates (together the "Indemnified Parties") against any cost
               or expense suffered or incurred by them (except if caused by
               their own negligence or wilful default) which:

               (a)  arises by virtue of any actual or alleged breach of any
                    Environmental Law (whether by any Obligor, an Indemnified
                    Party or any other person);

               (b)  arises by virtue of the release or threatened release of, or
                    exposure to any Dangerous Substance stored or handled upon,
                    transported from, or otherwise associated with, the past or
                    present Facilities or operations of any member of the Group;
                    or

               (c)  arises in connection with an Environmental Claim,

               and which would not have arisen if the Finance Documents or any
               of them had not been executed;

24.11    Claims under Acquisition Documents

         having due regard to the practicalities of and likely benefits
         accruing from enforcement, take all action necessary to
         enforce its material rights in relation to warranties,
         undertakings and indemnities given to any member of the Group
         under the Acquisition Documents and take all action to enforce
         all other material rights and entitlements under the
         Acquisition Documents;

24.12    Taxes

          ensure that each member of the Group pays promptly all Taxes
          imposed upon it or any of its assets, income or profits or any
          transactions undertaken or entered into by it (unless the same
          is being diligently contested in good faith and appropriate
          provision for payment or settlement has been made in the most
          recent Monthly Management Accounts);

24.13    Pension schemes

         24.13.1 if requested by the Bank and if a Default if continuing,
               prepare and deliver actuarial reports in relation to the pension
               schemes for the time being operated by the Group;

         24.13.2 if any actuarial or other reports are prepared by or on behalf
               of a Group Company in order to comply with the then current
               statutory or auditing requirements in relation to any pension
               scheme being operated by the Group, promptly provide the Bank
               with a copy of such reports; and

         24.13.3 ensure that all such pension schemes are fully funded to the
               extent required by law, and in accordance with reasonable
               actuarial assumptions.

24.14    Conduct of Acquisition

         between the Exchange Date and the Completion Date:

                                       38
<PAGE>

         24.14.1 keep the Bank advised of the progress of the Acquisition and
               of all matters affecting or reasonably likely to affect the
               interest of the Bank arising in connection with the Acquisition
               (including particularly any matters relating to the Target Group)
               and the Principal Borrower shall provide the Bank with any
               information and copies of the professional advice received by it,
               as the Bank may reasonably request;

         24.14.2 disclose to the Bank all information which has come to its
               attention which is relevant to any decision whether or not to
               waive (or to consent to the waiver of) any condition of the
               Acquisition;

         24.14.3 ensure that all its material obligations in connection with
               the Acquisition and the Acquisition Documents and the Placing
               Agreement are strictly complied with and performed and take
               appropriate action to enforce the material obligations of the
               other parties to the Acquisition Documents and the Placing
               Agreement to which a member of the Group is a party (to the
               extent such Group Company is able to enforce such compliance and
               performance under the terms of those agreements);

         24.14.4 use all its reasonable endeavours to procure that any
               conditions to completion of the Acquisition are satisfied;

         24.14.5 promptly notify the Bank of any material breach of any of the
               Acquisition Documents and the Placing Agreement following it
               becoming aware of the same (including, but without limitation,
               any breach which would entitle the Principal Borrower not to
               complete the Acquisition or Evolution Beeson Gregory Limited not
               to complete its obligations under the Placing Agreement);

         24.14.6 if any breach of any Acquisition Documents or the Placing
               Agreement occurs, the Principal Borrower shall not waive any
               breach without the prior written consent of the Bank and if such
               breach would entitle the Principal Borrower not to complete the
               Acquisition, the Principal Borrower shall not complete the
               Acquisition without the Bank's prior written consent;

24.15    Further Security

         24.15.1 procure that any Material Subsidiary which is not a Chargor
               shall, at the request of the Bank, execute and deliver to the
               Bank a Deed of Accession (Guarantee), subject to any provisions
               of law prohibiting such person from entering into such documents.
               If the relevant Material Subsidiary is a Material Overseas
               Subsidiary the Bank may require such Material Overseas Subsidiary
               to enter into a further cross-guarantee (based on the law of the
               country in which such Material Subsidiary is incorporated), such
               further cross-guarantee to be in form and substance satisfactory
               to the Bank (acting reasonably) and imposing obligations no more
               onerous than those set out in the Guarantee (unless the Bank
               receives legal advice that additional obligations are necessary
               to enable it to have a valid and binding guarantee under the
               relevant local law). In addition, if the relevant Material
               Subsidiary is a Material Overseas Subsidiary, the Chargor shall
               also, at the request of the Bank, provide the Bank with a legal
               opinion in respect of such additional local-law guarantee or Deed
               of Accession (Guarantee) such legal opinion to be addressed to

                                       39
<PAGE>

               the Bank, in form and substance satisfactory to the Bank (acting
               reasonably) and from a law firm acceptable to the Bank (acting
               reasonably). Where any such prohibition as is referred to in this
               clause 24.15.1 exists, the Obligors shall use all their
               reasonable endeavours (including payment of all its own and third
               party costs and expenses incurred in connection with overcoming
               such prohibition or risk) to overcome the prohibition, and the
               Bank may (but shall not be obliged to) agree with the relevant
               member of the Group limitations on the extent of the Security
               granted by it to the extent that in the Bank's opinion, based on
               the advice of independent legal counsel acceptable to the Bank
               (the costs of which shall be for the account of the Principal
               Borrower), it is necessary to do so in order to overcome the
               prohibition or risk or desirable to do so in order to avoid
               doubts or limitations on the enforceability of any Security given
               or to be given by any member of the Group by such Obligor;

         24.15.2 procure that each other relevant member of the Group which is
               its Subsidiary shall, at its own expense execute and do all such
               assurances, acts and things as the Bank may reasonably require
               for perfecting or protecting the Security intended to be afforded
               by the Security Documents or, if the Security Documents have then
               become enforceable, for facilitating the realisation of all or
               any part of the assets which are subject to the Security
               Documents by the Bank or any receiver and in particular shall
               execute all transfers, conveyances, assignments and releases of
               that property whether to the Bank or to its nominees and give all
               notices, orders and directions which the Bank may reasonably
               think expedient;

24.16    Ring Fencing Arrangements

         24.16.1 ensure the business of the Chargors is carried on
               independently from and at arm's length to the business carried on
               by the Non-Chargors and, in particular, that any services or
               assets provided by a Non-Chargor to a Chargor (or vice-versa) are
               only provided to the extent required for the proper operation of
               the recipient's business and on arm's length terms for full
               market consideration payable in cash or on terms which would
               apply to any transactions on arm's length terms in the market
               generally;

         24.16.2 ensure that no Chargor shall:

               (a)  make any loan, grant any credit or give or permit to subsist
                    any security, guarantee, indemnity or financial
                    accommodation or liability (whether actual or contingent) to
                    or for the benefit of any Non-Chargor; or

               (b)  subscribe for any shares, loan notes, debentures, commercial
                    paper or other financial instrument issued or proposed to be
                    issued by any Non-Chargor or underwrite any issue of the
                    same,

               where the maximum aggregate liability (both actual
               and contingent) owed to all the Chargors by the
               Non-Chargors in any ARP exceeds (pound)500,000;

          24.16.3 if requested by the Bank, procure that any cash sums in
                    excess of (pound)750,000 held by any Non-Chargor are to the
                    extent it is lawful to do so promptly transferred by way of
                    cash distribution, loan or other lawful method of transfer

                                       40
<PAGE>

                    to a UK Chargor and that any legal procedures required to be
                    undertaken in connection with any such transfers are duly
                    undertaken;

24.17    Material Contracts and Membership

         promptly notify the Bank of any material amendment or proposed
         material amendment and any termination or proposed termination
         of any Material Contract and deliver within 5 days of receipt
         to the Bank a copy of any notice received or agreement made in
         relation thereto;

24.18    Minimum Security

         procure that at all times the aggregate total:

         24.18.1 gross assets of the Chargors is at least equal to 80 per cent
               of the aggregate total consolidated gross assets of the Group;

         24.18.2 EBITDA of the Chargors is at least equal to 80 per cent of the
               aggregate total consolidated EBITDA of the Group;

         24.18.3 Net Worth of the Chargors is at least equal to 80 per cent of
               the aggregate total consolidated Net Worth of the Group; and

         24.18.4 gross turnover of the Chargors is at least equal to 80 per
               cent of the aggregate total consolidated gross turnover of the
               Group,

         in the case of clauses 24.18.1, 24.18.3 and 24.18.4 based on
         the Monthly Management Accounts of the Group at the end of the
         most recent Quarterly Period and in the case of clause 24.18.2
         based on the most recent Audited Accounts, in each case
         delivered pursuant to clause 21.

24.19    Airline Supply Agreements

         promptly notify the Bank if any agreement between a Group
         Company and an airline supplier, which accounts for more than
         5% of Group turnover (as determined by the most recent
         financial statements delivered pursuant to clause 21.1) is
         materially altered or terminated (unless in respect of
         termination, if on termination such agreement is replaced by a
         new but otherwise similar agreement between a Group Company
         and the same airline supplier).

25.      EVENTS OF DEFAULT

         Each of the events or circumstances set out in schedule 9 is an Event
         of Default.

25.1     Acceleration

         On and at any time after the occurrence of an Event of Default
         which is continuing, the Bank may by notice to the Principal
         Borrower:

         25.1.1 declare that an Event of Default has occurred; and/or

         25.1.2 (subject to clause 7.4 (Keystone Events of Default) in respect
               of a Utilisation of the Revolving Credit Facility A, the Term
               Loan Facility B and the Guarantee Facility C (made on the

                                       41
<PAGE>

               Completion Date) cancel the Facilities whereupon they shall
               immediately be cancelled; and/or

         25.1.3 declare that all or part of the Utilisations, together with
               accrued interest, and all other amounts accrued or outstanding
               under the Finance Documents be immediately due and payable,
               whereupon they shall become immediately due and payable; and/or

         25.1.4 declare that all or part of the Utilisations be payable on
               demand, whereupon they shall immediately become payable on demand
               by the Bank; and/or

         25.1.5 declare all or any of the Security Documents to have become
               enforceable; and/or

         25.1.6 call for cash cover from any Obligor in respect of any actual
               or contingent liability assumed by the Bank in connection with
               the Guarantee Facility C; and/or

         25.1.7 (subject to clause 7.4 (Keystone Events of Default) in respect
               of a Utilisation of the Revolving Credit Facility A, the Term
               Loan Facility B and the Guarantee Facility C made on the
               Completion Date) suspend the right of any Obligor to make any
               further Utilisation.

25.2     Investigations and Reports

         Without prejudice to any other rights and remedies of the
         Bank, at any time after the occurrence of any Default, the
         Bank may while such Default is continuing commission any
         accounting, legal, property valuation, actuarial,
         environmental, insurance or other report or investigation as
         it considers necessary or appropriate to assist with the
         evaluation of its position or exposure in relation to the
         Facilities or the Group or any assets of the Group, and the
         Borrowers jointly and severally undertake to pay on demand on
         a full indemnity basis, all actual costs and expenses
         including out of pocket expenses, fees and value added tax
         thereon incurred by the Bank in connection with the
         preparation of such reports or the carrying out of such
         investigations and any advice given to the Bank with respect
         thereto.

26.      CHANGES TO THE OBLIGORS

         26.1 Assignments and transfer by Obligors

         No Obligor may assign any of its rights or transfer any of its
         rights or obligations under the Finance Documents.

         26.2 Appointment of Principal Borrower as agent

         26.2.1 Each Obligor irrevocably appoints the Principal Borrower as its
               agent for the purposes of the Finance Documents.

         26.2.2 Each additional Borrower which accedes to this Agreement shall
               be deemed to appoint the Principal Borrower as its agent for the
               purposes of the Finance Documents by its execution of an
               Accession Letter.

                                       42
<PAGE>

         26.2.3 The Bank may rely on a document signed by the Principal
               Borrower as if each other Obligor had signed it.

         26.2.4 The Principal Borrower may give a good receipt for any sum
               payable by the Bank to each other Obligor.

         26.2.5 Any communication made by the Principal Borrower to the Bank
               shall be deemed to have been made with the consent of each other
               member of the Group.

27.      ASSIGNMENT AND TRANSFER

    The Bank shall be entitled to assign, novate or transfer or permit a
    participation in all or any part of the Facilities to a Qualifying Bank and
    the Borrowers undertake to execute and to procure that each Group Company
    will execute all documents that the Bank shall reasonably require to give
    effect to such assignment, novation, transfer or participation. After
    assignment, novation, transfer or participation of all or any part of the
    Facilities, the Borrower shall be entitled to prepay in full the Facilities
    provided that such prepayment shall be made together with all accrued
    interest on the Facilities and any Break Costs, but the Principal Borrower
    shall not be required to pay the prepayment fee under clause 11.3.

28.      PAYMENT MECHANICS

         28.1 Payments to the Bank

               28.1.1 On each date on which a Borrower is required to make a
                    payment under a Finance Document, that Borrower shall make
                    the same available to the Bank for value on the due date at
                    the time and in such funds specified by the Bank as being
                    customary at the time for settlement of transactions in the
                    relevant currency in the place of payment.

               28.1.2 Payment shall be made to such account as the Bank
                    specifies.

         28.2 Distributions by the Bank

                  The Bank may apply any amount received by it for a Borrower in
                  or towards payment (or the date and in the currency and funds
                  of receipt) of any amount due from a Borrower under a Finance
                  Document, or in or towards purchase of any amount of any
                  currency to be so accepted.

         28.3 Partial payments

               28.3.1 If the Bank receives a payment that is insufficient to
                    discharge all the amounts then due and payable by an Obligor
                    under the Finance Documents, the Bank shall apply that
                    payment towards the obligations of that Obligor under the
                    Finance Documents in the following order:

                    (a)  first, in or towards payment pro rata of any unpaid
                         fees, costs and expenses of the Bank under the Finance
                         Document;

                    (b)  secondly, in or towards payment pro rata of any accrued
                         interest or commission due but unpaid under the Finance
                         Documents;

                                       43
<PAGE>

                    (c)  thirdly, in or towards payment pro rata of any
                         principal due but unpaid under the Finance Documents;
                         and

                    (d)  fourthly, in or towards payment pro rata of any other
                         sum due but unpaid under the Finance Documents.

               28.3.2 Clause 28.3.1 will override any appropriation made by an
                    Obligor.

28.4     No set-off by Obligors

         All payments to be made by an Obligor under the Finance
         Documents shall be calculated and be made without (and free
         and clear of any deduction save as required by law for)
         set-off or counterclaim.

28.5     Business Days

         28.5.1 Any payment which is due to be made on a day that is not a
               Business Day shall be made on the next Business Day in the same
               calendar month (if there is one) or the preceding Business Day
               (if there is not).

         28.5.2 During any extension of the due date for payment of any
               principal or Unpaid Sum under this Agreement interest is payable
               on the principal or Unpaid Sum at the rate payable on the
               original due date.

28.6     Currency of account

         28.6.1 Subject to clauses 28.6.2 to 28.6.5, Sterling is the currency
               of account and payment for any sum due from an Obligor under any
               Finance Document.

         28.6.2 A repayment of a Loan or Unpaid Sum or a part of a Loan or
               Unpaid Sum shall be made in the currency in which that Loan or
               Unpaid Sum is denominated on its due date.

         28.6.3 Each payment of interest shall be made in the currency in which
               the sum in respect of which the interest is payable was
               denominated when that interest accrued.

         28.6.4 Each payment in respect of costs, expenses or Taxes shall be
               made in the currency in which the costs, expenses or Taxes are
               incurred.

         28.6.5 Any amount expressed in a Finance Document to be payable in a
               currency other than Sterling shall be paid in that other
               currency.

28.7     Change of currency

         28.7.1 Unless otherwise prohibited by law, if more than one currency
               or currency unit are at the same time recognised by the central
               bank of any country as the lawful currency of that country, then:

               (a)  any reference in the Finance Documents to, and any
                    obligations arising under the Finance Documents in, the
                    currency of that country shall be translated into, or paid
                    in, the currency or currency unit of that country designated
                    by the Bank (after consultation with the Principal
                    Borrower); and


                                       44
<PAGE>

                    (b)  any translation from one currency or currency unit to
                         another shall be at the official rate of exchange
                         recognised by the central bank for the conversion of
                         that currency or currency unit into the other, rounded
                         up or down by the Bank (acting reasonably).

         28.7.2 If a change in any currency of a country occurs, this Agreement
               will, to the extent the Bank (acting reasonably and after
               consultation with the Principal Borrower) specifies to be
               necessary, be amended to comply with any generally accepted
               conventions and market practice in the Relevant Interbank Market
               and otherwise to reflect the change in currency.

29.      SET-OFF

         29.1 The Bank may set off any matured obligation due from an Obligor
               under the Finance Documents against any matured obligation owed
               by that the Bank to that Obligor, regardless of the place of
               payment, booking branch or currency of either obligation. If the
               obligations are in different currencies, the Bank may convert
               either obligation at a market rate of exchange in its usual
               course of business for the purpose of the set-off.

         29.2 No Security is created by this clause 29.

30.      NOTICES

         30.1 Communications in writing

              Any communication to be made under or in connection with the
              Finance Documents shall be made in writing and, unless
              otherwise stated, may be made by fax or letter.

         30.2 Addresses

              The address and fax number (and the department or officer, if
              any, for whose attention the communication is to be made) of
              each Party for any communication or document to be made or
              delivered under or in connection with the Finance Documents
              is:

         30.2.1 in the case of the Principal Borrower, that identified with its
               name below;

         30.2.2 in the case of the Bank, that identified with its name below,

         or any substitute address, fax number or department or officer
         as either Party may notify to the other Party by not less than
         five Business Days' notice.

30.3     Delivery

         30.3.1 Subject to clause 30.3.2 any communication or document made or
               delivered by one person to another under or in connection with
               the Finance Documents will only be effective:

                                       45
<PAGE>

                    (a)  if by way of fax, when received in legible form; or

                    (b)  if by way of letter, when it has been left at the
                         relevant address or five Business Days after being
                         deposited in the post, postage prepaid, in an envelope
                         addressed to it at that address,

                    and, if a particular department or officer is
                    specified as part of its address details provided
                    under clause 30.2 (Addresses), if addressed to that
                    department or officer.

         30.3.2 Any communication or document to be made or delivered to the
               Bank will be effective only when actually received by the Bank
               and then only if it is expressly marked for the attention of the
               department or officer identified with the Bank's signature below
               (or any substitute department or officer as the Bank shall
               specify for this purpose).

         30.3.3 Any communication or document made or delivered to the
               Principal Borrower in accordance with this clause will be deemed
               to have been made or delivered to each of the Obligors.

30.4     English language

         30.4.1 Any notice given under or in connection with any Finance
               Document must be in English.

         30.4.2 All other documents provided under or in connection with any
               Finance Document must be:

               (a)  in English; or

               (b)  if not in English, and if so required by the Bank,
                    accompanied by a certified English translation and, in this
                    case, the English translation will prevail unless the
                    document is a constitutional, statutory or other official
                    document.

31.      CALCULATIONS AND CERTIFICATES

         31.1 Accounts

         In any litigation or arbitration proceedings arising out of or
         in connection with a Finance Document, the entries made in the
         accounts maintained by the Bank are in the absence of manifest
         error prima facie evidence of the matters to which they
         relate.

31.2     Certificates and determinations

         Any certification or determination by the Bank of a rate or
         amount under any Finance Document is, in the absence of
         manifest error, conclusive evidence of the matters to which it
         relates.


                                       46
<PAGE>

31.3     Day count convention

         Any interest, commission or fee accruing under a Finance
         Document in relation to a Loan will accrue from day to day and
         is calculated on the basis of the actual number of days
         elapsed and a year of 365 days or, in any case where the
         practice in the Relevant Interbank Market differs, in
         accordance with that market practice.

32.      PARTIAL INVALIDITY

    If, at any time, any provision of the Finance Documents is or becomes
    illegal, invalid or unenforceable in any respect under any law of any
    jurisdiction, neither the legality, validity or enforceability of the
    remaining provisions nor the legality, validity or enforceability of such
    provision under the law of any other jurisdiction will in any way be
    affected or impaired.

33.      REMEDIES AND WAIVERS

    No failure to exercise, nor any delay in exercising, on the part of the
    Bank, any right or remedy under the Finance Documents shall operate as a
    waiver, nor shall any single or partial exercise of any right or remedy
    prevent any further or other exercise or the exercise of any other right or
    remedy. The rights and remedies provided in this Agreement are cumulative
    and not exclusive of any rights or remedies provided by law.

34.      COUNTERPARTS

    Each Finance Document may be executed in any number of counterparts, and
    this has the same effect as if the signatures on the counterparts were on a
    single copy of the Finance Document.

35.      GOVERNING LAW

    This Agreement is governed by English law.

36.      ENFORCEMENT

         36.1 Jurisdiction of English courts

               36.1.1 The courts of England have exclusive jurisdiction to
                    settle any dispute arising out of or in connection with this
                    Agreement (including a dispute regarding the existence,
                    validity or termination of this Agreement) (a "Dispute").

               36.1.2 The Parties agree that the courts of England are the most
                    appropriate and convenient courts to settle Disputes and
                    accordingly no Party will argue to the contrary.

               36.1.3 This clause 36.1 is for the benefit of the Bank only. As a
                    result, the Bank shall not be prevented from taking
                    proceedings relating to a Dispute in any other courts with
                    jurisdiction. To the extent allowed by law, the Bank may
                    take concurrent proceedings in any number of jurisdictions.

36.2     Service of Process

                                       47
<PAGE>

         Without prejudice to any other mode of service allowed under
         any relevant law, each Obligor (other than an Obligor
         incorporated in England and Wales):

         36.2.1 irrevocably appoints the Principal Borrower as its agent for
               service of process in relation to any proceedings before the
               English courts in connection with any Finance Document;

         36.2.2 agrees that failure by a process agent to notify the relevant
               Obligor of the process will not invalidate the proceedings
               concerned; and

         36.2.3 agrees to appoint another agent with an address in England
               promptly upon request of the Bank, and authorises the Bank to
               appoint another agent if the Obligor fails to appoint one
               following that request.

36.3     Waiver of Immunity

         Each Obligor irrevocably:

         36.3.1 consents generally in accordance with the State Immunity Act
               1978 to relief being given against it in England or any other
               jurisdiction by way of injunction or order for specific
               performance or for the recovery of any property whatsoever or
               other provisional or protective measures and to its property
               being subject to any process for the enforcement of a judgment or
               any process effected in the course or as a result of any action
               in rem; and

         36.3.2 waives and agrees not to claim any immunity from suits and
               proceedings (including actions in rem) in England or any other
               jurisdiction and from all forms of execution or attachment
               (including attachment prior to judgment and attachment in aid of
               execution) to which it or its property is now or may hereafter
               become entitled under the laws of any jurisdiction and declares
               that such waiver shall be effective to the fullest extent
               permitted by such laws and in particular the United States
               Foreign Sovereign Immunities Act of 1976.

37.      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 or enjoy the benefit
    of any term of this Agreement.

38.      CONFLICT

    In the event of any conflict between the terms of any Finance Document and
    this Agreement, the terms of this Agreement shall prevail.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.



                                       48
<PAGE>



                                   SCHEDULE 1

                              Conditions precedent

                                     Part 1

                        Conditions precedent to Exchange

1. In respect of the Principal Borrower:

         1.1  a certificate of a director or the secretary to the effect that
               the requisite board resolutions, in the agreed terms, have been
               duly and properly passed at a duly convened and constituted
               meeting:

               1.1.1 authorising the execution, delivery and performance of
                    those of the Finance Documents to which it is a party;

               1.1.2 authorising any director to sign those of the Finance
                    Documents to which it is a party and which require execution
                    under hand; and

               1.1.3 authorising any two directors, or a director and secretary,
                    to sign those of the Finance Documents to which it is a
                    party and which require execution as a deed and to give any
                    notices or certificates required in connection therewith and
                    confirming that such resolutions are still in effect and
                    have not been varied or rescinded;

         1.2  a certified copy of the resolutions of the board of directors, as
               are referred to in paragraph 1.1 of part 1 of this schedule 1;

         1.3  a certificate of a director or the secretary, in the agreed
               terms, to the effect that the execution of the Finance Documents
               does not contravene any provision of its constitution or trust
               deed or arrangement or instrument to which it is party; and

         1.4  a certified copy of its certificate of incorporation, change of
               name and memorandum and articles of association.

2.       This Agreement duly executed by the Principal Borrower.

3.       The Reports.

4.       A certified copy of the executed Acquisition Documents and the Placing
         Agreement and a certified copy of the Circular in the agreed form.

5.       The Financial Assistance Pre Press Release Letter.

6.       A certified copy of the Original Audited Accounts and the Original
         Monthly Management Accounts.

7.       A copy of the latest consolidated audited accounts and monthly
         management accounts of the Target Group.

8.       The Pro Forma Financial Assistance Documents.


                                       49
<PAGE>

9.       A copy of the agreed final form Resolutions and the related notices of
         extraordinary general meeting.

10.      A copy of the agreed final form press announcement to be issued in
         connection with the Circular.

11.      Agreed forms of the Guarantee and a Share Pledge.

12.      An  engagement  letter from the Auditors in relation to Section 159(2)
         of the Act in terms  acceptable to the Bank in respect
         of the Whitewash Companies.


                                       50
<PAGE>


                                     Part 2

                       Conditions Precedent to Completion

1. In respect of the Whitewash Companies:

         1.1  a certificate addressed to the Bank from the Auditors, in the
               agreed terms, confirming certain matters in relation to Section
               155(2) of the Act;

         1.2  a certificate, in the agreed terms, of two directors of each
               Whitewash Company certifying, in relation to such Whitewash
               Company, that (a) the giving of financial assistance constituted
               by the proposed entry by such Whitewash Company into the Finance
               Documents (or any of them) has been made lawful as provided for
               in Sections 155 to 158 of the Act and (b) an application under
               Section 157(2) of the Act for the cancellation of the
               resolution(s) approving the financial assistance cannot be made
               by virtue of the fact all shareholders have consented to, or
               voted in favour of, the resolution, such certificate having
               appended thereto the following documents:

               1.2.1 a statutory declaration by all of the directors of such
                    Whitewash Company, in the agreed terms, as required by
                    Section 155(6) of the Act in relation to such financial
                    assistance, such statutory declaration to be in the
                    prescribed form and having attached thereto the report
                    addressed by the Auditors, in the agreed terms, complying
                    with the provisions of Section 156(4) of the Act;

               1.2.2 a certified copy of the resolutions of the board of
                    directors of such Whitewash Company, approving the matters
                    and things required to be done pursuant to this paragraph 1
                    and, in particular, the giving of such financial assistance;
                    and

               1.2.3 a certified copy of the written resolution of all the
                    members of such Whitewash Company approving the giving of
                    financial assistance;

         1.3  execution by each Whitewash Company of a Deed of Accession
               (Guarantee);

         1.4  a certified copy of the certificate of incorporation and
               memorandum and articles of association of each Whitewash Company,
               together with certified copies of the minutes of the meetings of
               each members of each Whitewash Company, or written resolutions of
               such members re-registering Travelbag PLC as a private limited
               company and adopting such changes to the memorandum and articles
               of association of each Whitewash Company as the Bank shall have
               required, together also with a certificate of the secretary of
               the Whitewash Company confirming that such resolutions were duly
               and properly passed;

         1.5  a certificate of a duly authorised officer of each Whitewash
               Company, confirming that at the Completion Date the aggregate of
               the Financial Indebtedness of such Whitewash Company (including
               Financial Indebtedness under any of the Finance Documents) does
               not or, as the case may be, would not, if fully drawn, exceed any
               borrowing limit contained in the constitutional documents of such
               Whitewash Company, or in any trust deed or other agreement or
               instrument to which each Whitewash Company is a party;

         1.6  a certificate of two directors of each Whitewash Company, in the
               agreed terms, to the effect that the execution of the Finance
               Documents by such Whitewash Company does not contravene any

                                       51
<PAGE>

               provision of its constitution or trust deed or arrangement or
               instrument to which it is party with its constitution.

2.   The List of Directors for each Whitewash Companies, certified by two
     directors of the Principal Borrower.

3. In respect of Callbookers Limited and Flightbookers Limited:

         3.1  a certificate of a director or the secretary to the effect that
               the requisite board resolutions, in the agreed terms, have been
               duly and properly passed at a duly convened and constituted
               meeting:

               3.1.1 authorising the execution, delivery and performance of
                    those of the Finance Documents to which it is a party;

               3.1.2 authorising any director to sign those of the Finance
                    Documents to which it is a party and which require execution
                    under hand; and

               3.1.3 authorising any two directors, or a director and secretary,
                    to sign those of the Finance Documents to which it is a
                    party and which require execution as a deed and to give any
                    notices or certificates required in connection therewith and
                    confirming that such resolutions are still in effect and
                    have not been varied or rescinded;

         3.2  a certified copy of the resolutions of the board of directors, as
               are referred to in paragraph 3.1 of part 2 of this schedule 1;

         3.3  a certificate of a director or the secretary, in the agreed
               terms, to the effect that the execution of the Finance Documents
               does not contravene any provision of its constitution or trust
               deed or arrangement or instruments to which it is party;

         3.4  a certified copy of its certificate of incorporation, change of
               name and memorandum and articles of association; and

         3.5  a certified copy of a members resolution of each such company
               adopting such changes to its memorandum and articles of
               association as the Bank shall have required, together with a
               certificate of the secretary of such company confirming that such
               resolutions were duly and properly passed.

4.       Evidence that all Financial Indebtedness of the Group (other than
         Financial Indebtedness permitted by clause 23.3) will contemporaneously
         with completion of the Acquisition Documents be discharged and released
         from:

         4.1  all guarantees and indemnities and similar documents granted by
               any of them in respect of the obligations of any other third
               party; and

         4.2  all Security existing immediately prior to the Completion Date,
               including, without limitation, all mortgages or charges will
               appear as undischarged in the mortgages register at the Companies
               Registration Office.

5.       Execution by the Principal Borrower, the Whitewash Companies,
         Callbookers Limited and Flightbookers Limited of the Original Security
         Documents to which they are a party (together with delivery of all


                                       52
<PAGE>

         share certificates (other than in respect of the Target Shares) and
         stock transfer forms required in connection with the Share Pledges.

6.       Admission (as defined in the Placing Agreement) occurring.

7.       Satisfaction that the Resolutions have been duly passed (and a
         certified copy of the same).

8.       A certificate of a duly authorised officer of the Principal Borrower,
         confirming that at the Completion Date the aggregate of the Financial
         Indebtedness of the Principal Borrower (including Financial
         Indebtedness under any of the Finance Documents) does not or, as the
         case may be, would not, if fully drawn, exceed any borrowing limit
         contained in its constitutional documents, or in any trust deed or
         other agreement or instrument to which it is a party.

9.       Satisfaction (which may be given by way of a certificate of a duly
         authorised officer of the Principal Borrower) that the Acquisition
         Documents and the Investment Documents have been entered into by all
         parties thereto, that each such agreement/instrument is in full force
         and effect and that other than Utilisation of the Facilities all the
         conditions precedent to such agreements/instruments have been
         satisfied, that no conditions or obligations contained therein have
         been waived or modified and that the Acquisition will occur
         simultaneously with the first Utilisation.

10.      Evidence that the Principal  Borrower has received in cleared funds at
         least(pound)25,500,000 by way of subscription  for ordinary
         shares in the Principal Borrower.

11.      The estimated pro-forma opening balance sheet for the Group as at
         Completion including summary details of all Financial Indebtedness of
         Group Companies as at the Completion Date, such summary to detail:

         11.1 Financial Indebtedness which is to be discharged on the
               Completion Date; and

         11.2 Financial Indebtedness which is to remain outstanding following
               the Completion Date (other than Financial Indebtedness
               constituted under the Finance Documents)).

12.      Bank Mandates for the Whitewash Companies.

13.      A certificate, in the agreed terms, of a director or the secretary of
         the Principal Borrower, certifying that all Group Companies have all
         material licences and permissions necessary for the proper conduct of
         their respective businesses.

14.      CAA, ABTA and IATA approval of the Acquisition.

13.      A certified copy of each of the Service Agreements and confirmation
         that no material condition or obligation contained therein has been
         waived or modified since the date they were executed.

14.      The Funds Flow Statement (including an estimate of the final
         transaction costs and fees).

15.      A certified copy of the Material Contracts and Membership.


                                       53
<PAGE>



                                   SCHEDULE 2

                                    Requests

                                     Part 1

                               Utilisation Request

From:           [Borrower]
To:             Barclays Bank PLC
Dated:            200


Dear Sirs

[Principal Borrower] - [specify] FACILITY AGREEMENT DATED [DATE] 200 (the
"Agreement")

1.       We refer to the Agreement. This is a Utilisation Request. Terms defined
         in the Agreement have the same meaning in this Utilisation Request
         unless given a different meaning in this Utilisation Request.

2.       We wish to borrow a Loan/you to issue a Bank Guarantee on the following
         terms:
<TABLE>
<CAPTION>


<S>                                               <C>
        --------------------------------  [DATE]  200 (or,  if that is not a Business  Day, the next  Business
        Proposed Utilisation Date:        Day)
        --------------------------------- -----------------------------------------------------------------------
        --------------------------------- -----------------------------------------------------------------------

        Facility to be utilised:          [Revolving Facility A] [Term Loan Facility B] [Guarantee Facility C]
        --------------------------------- -----------------------------------------------------------------------
        --------------------------------- -----------------------------------------------------------------------

        Currency of Loan:                 Sterling
        --------------------------------- -----------------------------------------------------------------------
        --------------------------------- -----------------------------------------------------------------------

        Amount:                           or, if less, the Available Facility
        --------------------------------- -----------------------------------------------------------------------
        --------------------------------- -----------------------------------------------------------------------

        Interest Period:
        --------------------------------- -----------------------------------------------------------------------
        --------------------------------- -----------------------------------------------------------------------

        Bank Guarantee:                   [Insert relevant details]
        --------------------------------- -----------------------------------------------------------------------
</TABLE>


3.       [We confirm that each condition specified in clause 7.2 (Further
         conditions precedent) is satisfied on the date of this Utilisation
         Request and that no Default is continuing or will occur as a result of
         the Loan being made. [In respect of Revolving Credit Facility A, Term
         Loan Facility B and Guarantee Facility C made on the Completion Date
         only - We confirm that no Keystone Event of Default is continuing or
         would result from the proposed Utilisation]

4.       The proceeds of this Loan should be credited to [account].


                                       54
<PAGE>

5.       This Utilisation Request is irrevocable.

Yours faithfully





-----------------------------------
authorised signatory for
[oname of relevant Borrower]



                                       55
<PAGE>



                                     Part 2

                      Selection Notice applicable to Loans

From:           [Borrower]
To:             Barclays Bank PLC
Dated:          2002


Dear Sirs

[Principal Borrower] - [specify] FACILITY AGREEMENT DATED [DATE] 2002
(the "Agreement")

1.       We refer to the Agreement. This is a Selection Notice. Terms defined in
         the Agreement have the same meaning in this Selection Notice unless
         given a different meaning in this Selection Notice.

2.       We refer to the following Term/Revolving Loan in o with an Interest
         Period ending on [DATE] 200*.

         [INSERT DETAILS OF LOANS]

3.       [We request that the above Term/Revolving Loans be divided into
         Term/Revolving Loans with the following Interest Periods:]**

         [specify]

         or

         [We request that the next Interest Period for the above Term/Revolving
         Loan[s] is [specify].]***

4. This Selection Notice is irrevocable.

Yours faithfully



authorised signatory for

[the Principal Borrower on behalf of]

[name of relevant Borrower]


--------
* Insert details of all Term Loans in the same currency which have an Interest
Period ending on the same date.

** Use this option if division of Loans is requested.

*** Use this option if sub-division is not required.


                                       56
<PAGE>


                                   SCHEDULE 3

                             Mandatory Cost formulae

1.       The Mandatory Cost is an addition to the interest rate to compensate
         the Bank for the cost of compliance with (a) the requirements of the
         Bank of England and/or the Financial Services Authority (or, in either
         case, any other authority which replaces all or any of its functions)
         or (b) the requirements of the European Central Bank.

2.       On the first day of each Interest Period (or as soon as possible
         thereafter) the Bank shall calculate, as a percentage rate the
         Mandatory Cost in accordance with the paragraphs set out below.

3.       If the Bank is the lending from a Facility Office in a Participating
         Member State the Mandatory Cost will be the percentage notified by the
         Bank to be its reasonable determination of the cost (expressed as a
         percentage of all Advances and overdue amounts made from that Facility
         Office) of complying with the minimum reserve requirements of the
         European Central Bank in respect of loans made from that Facility
         Office.

4.       If the Bank is lending from a Facility Office in the United Kingdom,
         the Mandatory Cost will be calculated as follows in relation to each
         Advance or overdue amount:

         4.1  in relation to a Sterling Loan:

                AB + C(B - D) + E X 0.01    per cent per annum
                ________________________
                    1000 - (A + C)

          4.2  in relation to a Loan in any currency other than Sterling:

                 E X 0.01 per cent per annum.
                 ________
                   300

        Where:

        A         is the percentage of Eligible Liabilities (assuming these to
                  be in excess of any stated minimum) which the Bank is from
                  time to time required to maintain as an interest free cash
                  ratio deposit with the Bank of England to comply with cash
                  ratio requirements.

        B         is the percentage rate of interest (excluding the Margin and
                  the Mandatory Cost and, if the Loan is an Unpaid Sum, the
                  additional rate of interest specified in clause 12.3 (Default
                  interest)) payable for the relevant Interest Period on the
                  Loan.

        C         is the percentage (if any) of Eligible Liabilities which the
                  Bank is required from time to time to maintain as interest
                  bearing Special Deposits with the Bank of England.

         D       is the percentage rate per annum payable by the Bank of England
                  to the Bank on interest bearing Special Deposits.

        E         is designed to compensate lenders for amounts payable under
                  the Fees Rules and is calculated by the Bank as being the
                  average of the most recent rates of charge supplied by the
                  Reference Banks to the Bank pursuant to paragraph 7 below and
                  expressed in pounds per (pound)1,000,000.

                                       57
<PAGE>

5. For the purposes of this schedule:

         5.1  "Eligible Liabilities" and "Special Deposits" have the meanings
               given to them from time to time under or pursuant to the Bank of
               England Act 1998 or (as may be appropriate) by the Bank of
               England;

         5.2  "Fees Rules" means the rules on periodic fees contained in the
               FSA Supervision Manual or such other law or regulation as may be
               in force from time to time in respect of the payment of fees for
               the acceptance of deposits;

         5.3  "Fee Tariffs" means the fee tariffs specified in the Fees Rules
               under the activity group A.1 Deposit acceptors (ignoring any
               minimum fee or zero rated fee required pursuant to the Fees Rules
               but taking into account any applicable discount rate); and

         5.4  "Tariff Base" has the meaning given to it in, and will be
               calculated in accordance with, the Fees Rules.

6.       In application of the above formulae, A, B, C and D will be included in
         the formulae as percentages (i.e. 5 per cent will be included in the
         formula as 5 and not as 0.05). A negative result obtained by
         subtracting D from B shall be taken as zero. The resulting figures
         shall be rounded to four decimal places.

7.       Any determination by the Bank pursuant to this schedule in relation to
         a formula, the Mandatory Cost or any amount payable to the Bank shall,
         in the absence of manifest error, be conclusive and binding on all
         Parties.

8.       The Bank may from time to time, after consultation with the Principal
         Borrower, determine and notify to all Parties any amendments which are
         required to be made to this schedule in order to comply with any change
         in law, regulation or any requirements from time to time imposed by the
         Bank of England, the Financial Services Authority or the European
         Central Bank (or, in any case, any other authority which replaces all
         or any of its functions) and any such determination shall, in the
         absence of manifest error, be conclusive and binding on all Parties.



                                       58
<PAGE>



                                   SCHEDULE 4

                            Form of Accession Letter

To:               BARCLAYS BANK PLC as Bank
From:             [Subsidiary] and [Principal Borrower]
Dated:              200
Dear Sirs

[Principal Borrower] - [specify] FACILITY AGREEMENT DATED [DATE] 200
(the "Agreement")

1.       We refer to the Agreement. This is an Accession Letter. Terms defined
         in the Agreement has the same meaning in this Accession Letter unless
         given a different meaning in this Accession Letter.

2.       [Subsidiary] agrees to become a Borrower and to be bound by the terms
         of the Facility Agreement as Borrower under the Guarantee Facility C
         pursuant to clause of the Facility Agreement. [Subsidiary] is a
         company duly incorporated under the laws of [name of relevant
         jurisdiction]. Please confirm your agreement by signing and dating this
         letter.

3.       [Subsidiary's] administrative details are as follows:

         Address:

         Fax No:

         Attention:

4. This Accession Letter is governed by English law.

[Principal Borrower]                                [Subsidiary]

By:__________________________       By: _________________________





Bank

We accept the Subsidiary acceding as a Borrower with effect from

By:__________________________

    Bank

Date:...................................



                                       59
<PAGE>



                                   SCHEDULE 5

                         Form of Compliance Certificate

To:               BARCLAYS BANK PLC as Bank
From:             [Principal Borrower]
Dated:             200
Dear Sirs

[Principal Borrower] - [specify] FACILITY AGREEMENT DATED [DATE] 200
(the "Agreement")

1.       We refer to the Agreement. This is a Compliance Certificate. Terms
         defined in the Agreement have the same meaning when used in this
         Compliance Certificate unless given a different meaning in this
         Compliance Certificate.

2.       We confirm that: [Insert details of covenants to be certified]

3.       [We confirm that no Default is continuing.]1



Signed:   _______________________________                  ____________________
               Director of                                 Director of

               [Principal Borrower]                       [Principal Borrower]

[insert applicable certification language]2



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

for and on behalf of

[name of auditors of the Principal Borrower]3


1 If this statement cannot be made, the certificate should identify any Default
that is continuing and the steps, if any, being taken to remedy it.

2 To be agreed with the Company's auditors and the Bank prior to signing the
Agreement.

3 Only applicable if the Compliance Certificate accompanies the audited
financial statements and is to be signed by the auditors. To be agreed with the
Company's auditors prior to signing the Agreement.


                                       60
<PAGE>



                                   SCHEDULE 6

                                 Group Structure

                                     Part A

                                (Pre-Completion)

<TABLE>
<CAPTION>

                                            Country        of  Principal activity  Class       of  Percentage  of
                                            Incorporation                          Shares held     shares     and
                                                                                                   voting rights

<S>                                         <C>                <C>                 <C>             <C>
Ebookers plc                                England            Holding Co          N/A             N/A
Subsidiary undertakings of ebookers plc
La Compagnie Des Voyages SA                 France             Travel agent        Ordinary        100%
ebookers.com                                Germany            Travel agent        Ordinary        100%
Deutschland GmbH
ebookers.com SA                             Switzerland        Travel agent        Ordinary        100%
ebookers.ie        Limited       (formerly  Ireland            Travel agent        Ordinary        100%
Flightbookers Limited)
Take Off Reisen GmbH (formerly TIBUR GmbH)  Germany            Travel agent        Ordinary        100%
Oy ebookers Finland Ltd                     Finland            Travel agent        Ordinary        100%
ebookers.no AS                              Norway             Travel agent        Ordinary        100%
Airways MIC AB                              Sweden             Travel agent        Ordinary        100%
Reisbureau Nova BV                          Netherlands        Travel agent        Ordinary        100%
Viajes Dimensiones SL                       Spain              Travel agent        Ordinary        100%
Callbookers Limited                         England            Holding Co.         Ordinary        100%
Mr Jet AB                                   Sweden             Travel agent        Ordinary        100%
Gate Pacific Limited                        Mauritius          Holding Co          Ordinary        100%
Studentbookers.com Ltd                      England            Dormant             Ordinary        100%
ebookers.com Ltd                            England            Dormant             Ordinary        100%
Insurancebookers.com Ltd                    England            Dormant             Ordinary        100%
Hotelbookers Ltd                            England            Dormant             Ordinary        100%
Flightbookers.com Ltd                       England            Dormant             Ordinary        100%
Cruisebookers Ltd                           England            Dormant             Ordinary        100%
Subsidiary  undertakings  owned by Airways
MIC AB
STT Airways AB                              Sweden             Travel agent        Ordinary        100%
Biljettakuten AB                            Sweden             Dormant             Ordinary        100%
STT Airways Net AB                          Sweden             Dormant             Ordinary        100%
STT Airways Business AB                     Sweden             Dormant             Ordinary        100%
ebookers.se AB                              Sweden             Dormant             Ordinary        100%
Subsidiary undertakings owned by
Callbookers  Limited
Flightbookers Ltd                           England            Travel agent        Ordinary        100%
Subsidiary undertakings owned by Mr Jet AB
Mr Jet OY                                   Finland            Dormant             Ordinary        100%
Mr Jet OY                                   Denmark            Travel Agent        Ordinary        100%
Mr Jet OY                                   Norway             Travel Agent        Ordinary        100%
Subsidiary   undertakings  owned  by  Gate
Pacific Limited
Technovate Data and Services Private Ltd    India              Call    Centre   &  Ordinary        100%
                                                               Back     Office Services

</TABLE>

                                       61
<PAGE>

                                     Part B
                                     ------
                             (as at Completion Date)
                             -----------------------


                                  EBOOKERS PLC
                                 (CRN: 3818962)
                                      |
                         ------------------------------
                         |                             |  100%
                         |                             |
         Group Structure as per Part A       Travelbag Holdings Limited
                                                 (CRN:3957361)
                                                       |
                                                       |
                                                       |
                                              -------------------
                                              |                 |
                                              |                 |
                                    Bridge the world     Travelbag PLC
                                    Travel Service       (CRN: 1434872)
                                    Limited                     |  45.8%
                                    (CRN:2332143)               |
                                                                |
                                                    -----------------------
                                                    |                     |
                                                    |                     |
                                         Travelbag Australia     Prittelwell Pty
                                                 Pty Limited             Limited
                            (Registered in Australia Dormant
                                       with number 090912664)



In this Schedule 6 Dormant indicates a Dormant Group Company


                                       62
<PAGE>

                                   SCHEDULE 7

                         Definitions and Interpretations

1.       Definitions

    In this Agreement:

    "ABTA" means the Association of British Travel Agents;

    "Accession Letter" means a document substantially in the form set out in
     schedule 4 (Form of Accession Letter);

    "Accountants Reports" means the reports (including the documents annexed
    thereto), in the agreed terms, prepared by Deloitte & Touche on each of the
    Acquisition and the Principal Borrower addressed to, amongst others, the
    Bank;

    "Acquired Assets" means the Target Shares to be acquired by the Principal
    Borrower pursuant to the terms of the Acquisition Documents;

    "Acquisition" means the acquisition of the Target Shares to be acquired by
    the Principal Borrower pursuant to the terms of the Acquisition Documents;

    "Acquisition Documents" means the sale and purchase agreement (the
    "Acquisition Agreement"), tax deed and all other assignments, transfers,
    instruments and documents pursuant to which the Acquisition is to be made
    and to which, the Principal Borrower is a party, each in the agreed terms;

    "Act" means the Companies Act 1985;

    "Acting in Concert" has the meaning defined in the City Code on Takeovers
    and Mergers;

    "Advance" means, as the case may be, a Revolving Credit Advance and/or a
    Term Loan B Advance;

    "Annual Budget" means the annual budget to be provided by the Principal
    Borrower to the Bank in accordance with clause 21.2 (Annual Budget) of this
    Agreement in respect of each ARP;

    "Approved Auditors" means any of Ernst and Young, KPMG,
    PricewaterhouseCoopers or Deloitte & Touche or any amalgamation or successor
    of any of them and "Approved Auditor" means any of them;

    "ARP" shall have the meaning given to the expression "Accounting Reference
    Period" by section 224 of the Act;

    "Articles of Association" means, in relation to any member of the Group, its
    articles of association;

    "ATOL" means any air transport operators licence granted by the CAA;

    "Audited Accounts" means the consolidated audited accounts of the Group or
    the relevant member of the Group (as the case may be);

    "Auditors" means Deloitte & Touche or any other Approved Auditor;

    "Authorisation" means an authorisation, consent, approval, resolution,
    licence, exemption, filing, notarisation or registration;

    "Available Facility" means, as appropriate, the Available Revolving Credit
    Facility A, the Available Term Loan Facility B and the
    Available Guarantee Facility C;

    "Available Guarantee Facility C" means the amount of the Guarantee Facility
    C less the aggregate of (but without double counting):


                                       63
<PAGE>


         (i)      any cancellation or reduction of the Guarantee Facility C
                  pursuant to this Agreement;

         (ii)     the aggregate original amount (including actual and contingent
                  liabilities) of Bank Guarantees already made;

         (iii)    any relevant Bank Guarantee which has been requested by the
                  Principal Borrower in accordance with the terms of this
                  Agreement but not yet issued by the Bank;

    "Available Revolving Credit Facility A" means the amount of the Revolving
    Credit Facility A from time to time less the aggregate of:

         (i)      any cancellation or reduction of the Revolving Credit Facility
                  A pursuant to this Agreement;

         (ii)     the Revolving Loan;

         (iii)    any relevant Revolving Credit Advance which has been requested
                  by the Principal Borrower in accordance with the terms of this
                  Agreement but not yet advanced by the Bank;

    "Available Term Loan Facility B" means the amount of the Term Loan Facility
    B less the aggregate of (but without double counting):

         (i)      any cancellation or reduction of the Term Loan Facility B
                  pursuant to this Agreement;

         (ii)     the aggregate original principal amount of Term Loan B
                  Advances already made (whether or not the same remain
                  outstanding);

         (iii)    any relevant Term Loan B Advance which has been requested by
                  the Principal Borrower in accordance with the terms of this
                  Agreement but not yet advanced by the Bank;

         "Bank Guarantee" means any guarantee, bond or indemnity issued
         (including, but without limitation any deemed to have been issued
         pursuant to clause 6.2.3) by the Bank in respect of the obligations of
         the Group, under the Guarantee Facility C;

    "Bank's Spot Rate of Exchange" means the Bank's spot rate of exchange for
    the purchase of the relevant currency with Sterling in the London foreign
    exchange market at or about 11.00am on a particular day;

    "Borrower" means each of the Principal Borrower and any other Group Company
    which has from time to time been approved in writing by the Bank and which
    has executed and delivered to the Bank a deed of accession in the form of
    schedule 4 and PROVIDED THAT such acceding Group Company shall only be
    permitted to utilise the Guarantee Facility C and "Borrowers" means all or
    any of them from time to time;

    "Break Costs" means the amount (if any) by which:

         (i)      the interest in respect of any Facility (excluding Margin)
                  which the Bank should have received for the period from the
                  date of receipt of all or any part of its participation in a
                  Loan or Unpaid Sum to the last day of the current Interest
                  Period in respect of that Loan or Unpaid Sum, had the
                  principal amount or Unpaid Sum received been paid on the last
                  day of that Interest Period,

    exceeds:

         (ii)     the amount which the Bank would be able to obtain by placing
                  an amount equal to the principal amount or Unpaid Sum received
                  by it on deposit with a leading bank in the Relevant Interbank
                  Market for a period starting on the Business Day following
                  receipt or recovery and ending on the last day of the current
                  Interest Period;

                                       64
<PAGE>

    "Business Day" means a day (other than a Saturday or Sunday) on which banks
    are open for general business in London;

    "CAA" means the Civil Aviation Authority;

    "Capital Expenditure" means any expenditure which should be treated as
    capital expenditure in the Audited Accounts of the Group in accordance with
    GAAP;

    "Chargor" means any member of the Group which has entered into a Security
     Document in favour of the Bank;

    "Circular" means the circular in the agreed form to be issued in respect of
     the Principal Borrower in respect of the Acquisition;

    "Commitment Period" means:

         (i)      in relation to  Revolving  Credit  Facility A, the period
                  beginning on the date of this  Agreement  and ending on 31
                  December 2007;

         (ii)     in  relation  to the Term Loan  Facility  B, the  period
                  beginning  on the date of this  Agreement  and ending on 28
                  February 2003;

    "Completion" means completion of the Acquisition pursuant to the terms of
    the Acquisition Documents;

    "Completion Date" means the date of Completion;

    "Compliance Certificate" means a certificate substantially in the form set
    out in schedule 5 (Form of Compliance Certificate);

    "Control" in the context of person(s) having control over a company, means a
    person or persons Acting in Concert:

         (i)      controlling, or being able to control, the composition of that
                  company's board; or

         (ii)     in accordance with whose directions a majority of the members
                  of that company's board habitually act; or

         (iii)    legally,  or ultimately or  beneficially,  holding  (directly
                  or indirectly)  more than 50% of that company's  issued
                  equity share capital;

    "Dangerous Substances" means any radioactive omissions or noise and any
    natural or artificial substance (in whatever form) the generation, the
    transportation, storage, treatment, use or disposal of which (whether alone
    or in combination with any other substance) and (including without
    limitation) any controlled, special, hazardous, toxic, radioactive or
    dangerous substance or waste, gives rise to a risk of causing harm to man or
    any other living organism or damaging the environment, public health or
    welfare;

    "Deed of Accession (Guarantee)" means the deed of accession to the Guarantee
    (in the form set out in the Guarantee);

    "Default" means an Event of Default or any event or circumstance specified
    in schedule 9 (Events of Default) which (with the expiry of a grace period,
    the giving of notice, the making of any determination under the Finance
    Documents or any combination of any of the foregoing in each case as
    provided in clause 25) would constitute an Event of Default;

    "Dormant Group Company" means a Group Company which does not trade, is not
    required to make entries into its accounting records in accordance with
    section 221 Companies Act 1985 and does not hold or own any material assets
    of an aggregate value in excess of (pound)10,000 as set out in the Group
    Structure in schedule 6;

                                       65
<PAGE>

    "Environmental Claim" means any and all administrative, regulatory or
    judicial actions, suits, demands, demand letters, claims, notices of
    non-compliance or violation, investigations, proceedings, consent orders or
    consent agreements relating in any way to any Environmental Laws or
    Environmental Licences;

    "Environmental Contamination" means each of the following and their
     consequences:

         (i)      any release, omission, leakage or spillage of any Dangerous
                  Substance at or from any site owned, occupied or used by any
                  member of the Group or into any part of the environment; or

         (ii)     any accident, fire, explosion or sudden event in any site
                  owned, occupied or used by any member of the Group which is
                  directly or indirectly caused by or attributable to any
                  Dangerous Substance; or

         (iii)    any pollution of the environment;

    "Environmental Laws" means and includes the following:

         (i)      all European Community, national, regional, or local statutes,
                  treaties or other laws or legislation concerning health,
                  safety or environmental matters which are applicable to the
                  business or to any real property owned, occupied, held or used
                  by the Group at or prior to the date hereof and all
                  regulations made thereunder together with any guidance,
                  circulars or codes of practice (insofar as they are capable of
                  having the force of law) including any amendment, re-enactment
                  or consolidation thereof (whether or not applicable at the
                  date hereof); and

         (ii)     judicial and administrative interpretation of each of the
                  foregoing;

    "Environmental Licences" means any permit, licence, consent, approval and
    other authorisation and the filing of any notification, report or assessment
    required under any Environmental Law for the operation of the business of
    any member of the Group;

    "euro" or "(euro)" means the single currency introduced by Council
    Regulation (EC) No. 974/98;

    "Event of Default" means any event or circumstance specified as such in
     clause 25 (Events of Default);

    "Exchange Date" means the date the Acquisition Agreement is signed;

    "Existing Barclays Indebtedness" means any Financial Indebtedness incurred
    by any member of the Group to the Bank prior to the Completion Date;

    "Facilities" means together the Revolving Credit Facility A, the Term Loan
    Facility B and the Guarantee Facility C and "Facility" means any of them;

    "Facility Office" means the office or offices through which the Bank will
    perform its obligations under this Agreement;

    "Finance Document" means this Agreement, the Bank Guarantees, any Accession
    Letter, the Security Documents and any other document designated as such by
    the Bank and the Principal Borrower as such documents may be amended,
    varied, novated or restated from time to time;

    "Financial Assistance Pre Press Release Letter" means the letter from
    Deloitte & Touche to, inter alia, the Bank in the agreed terms;

    "Financial Covenants" means the Financial Covenants set out in clause 22
    (Financial Condition) (each a "Financial Covenant");


                                       66
<PAGE>

    "Financial Indebtedness" means any indebtedness for or in respect of:

         (i)      monies borrowed;

         (ii)     any amount raised by acceptance under any acceptance credit
                  facility;

         (iii)    any amount raised pursuant to any note purchase facility or
                  the issue of bonds, notes, debentures, loan stock or any
                  similar instrument;

         (iv)     the amount of any liability in respect of any lease or hire
                  purchase contract which would, in accordance with GAAP, be
                  treated as a finance or capital lease;

         (v)      receivables sold or discounted (other than any receivables to
                  the extent they are sold on a non-recourse basis);

         (vi)     any amount raised under any other transaction (including any
                  forward sale or purchase agreement) having the commercial
                  effect of a borrowing;

         (vii)    any derivative transaction entered into in connection with
                  protection against or benefit from fluctuation in any rate or
                  price (and, when calculating the value of any derivative
                  transaction, only the market to market value shall be taken
                  into account);

         (viii)   any interest rate or currency swap, cap, ceiling, collar,
                  floor or option (whether over the counter or exchange traded)
                  or any similar hedging or treasury transaction;

         (ix)     any counter-indemnity obligation in respect of a guarantee,
                  indemnity, bond, standby or documentary letter of credit or
                  any other instrument issued by a bank or financial
                  institution; and

         (x)      the amount of any liability in respect of any guarantee or
                  indemnity for any of the items referred to in paragraphs (i)
                  to (viii) above;

    "Funds Flow Statement" means the funds flow statement in the agreed terms
    prepared by the Principal Borrower;

    "GAAP" means in relation to the accounts of any company generally accepted
    accounting principles in the United Kingdom;

    "Group" means the Principal Borrower and its Subsidiaries for the time being
    and "Group Company" or "member of the Group" shall mean any one of them as
    the context so requires;

    "Group Structure" mean the group structure set out in schedule 6;

    "Guarantee" means the guarantee in the agreed terms dated on the Completion
    Date entered into by the Principal Borrower, the Whitewash Companies,
    Callbookers Limited and Flightbookers Limited and made in favour of the
    Bank;

         "Guarantee Facility C" means the guarantee facility made available to
         the Borrowers pursuant to clause 5 (The Facilities) in the maximum
         principal amount of (pound)10,000,000 or such other amount as the Bank
         and the Principal Borrower may agree;

    "Holding Company" means, in relation to a company or corporation, any other
    company or corporation in respect of which it is a Subsidiary;

    "IATA" means the International Air Transport Association;

    "Insurance Report" means the report, in the agreed terms, on the Target
     prepared by Stirling Insurance Brokers ;

    "Intellectual Property" means all legal and/or equitable interest
    (including, without limitation, the benefit of all licences in any part of
    the world) of the Group, in or relating to registered and unregistered trade
    marks and service marks, patents, registered designs, utility models,
    applications for any of the foregoing, trade names, copyrights, design
    rights, unregistered designs, inventions, confidential information,
    know-how, registerable business names and any other rights of member of the
    Group;


                                       67
<PAGE>

    "Interest Period" means, in relation to a loan, each period determined in
    accordance with clause 13 (Interest Periods) and, in relation to an Unpaid
    Sum, each period determined in accordance with clause 12.3 (Default
    interest);

    "Investment Documents" means the Articles of Association of the Principal
    Borrower, the Circular and the Placing Agreement;

    "Joint Venture" means any joint venture entity, whether a company,
    unincorporated firm, undertaking, joint venture, association, partnership or
    other entity, in which any member of the Group has an interest from time to
    time;

    "Keystone Event of Default" means the following Events of Default:

         (i)      paragraph 1 of schedule 9;

         (ii)     paragraph 3.1 of schedule 9 to the extent that it results from
                  a breach of clause 24.14;

         (iii)    paragraph 4 of schedule 9, to the extent that it results from
                  breach of paragraphs 1, 2, 3 or 4 of schedule 8; and

         (iv)     paragraphs 6 to 8 of schedule 9 (inclusive) and paragraph 12
                  but on the basis that references therein to "Group" or "member
                  of a Group" include only those members of the Group and the
                  Target Group which are (or would be) a Material Subsidiary
                  (and when calculating the Financial Indebtedness of the
                  Target, any intra-group debt owed by it and to be repaid
                  pursuant to the Acquisition Documents shall be excluded);

    "Legal Due Diligence Report" means the legal due diligence report on the
    Target, in the agreed terms, prepared by Linklaters and addressed to,
    amongst others, the Bank;

    "Legal Reservations" means the principle that equitable remedies may be
    granted or refused at the discretion of a court, the limitation of
    enforcement by laws relating to bankruptcy, insolvency, liquidation,
    re-organisation, court schemes, moratoria, administration and other laws
    generally affecting the rights of creditors, the time barring of claims
    under the Limitation Acts, the possibility that an undertaking to assume
    liability for or indemnify a person against non-payment of stamp duty may be
    void and defences of set-off or counterclaim, rules against contractual
    penalties and similar principles;

    "LIBOR" means, in relation to any Loan:

         (i)      the applicable Screen Rate; or

         (ii)     (if no Screen Rate is available for the currency or Interest
                  Period of that Loan) the arithmetic mean of the rates (rounded
                  upwards to four decimal places) as supplied to the Bank at its
                  request quoted by the Reference Banks to leading banks in the
                  London interbank market,

    as of 11:00am on the first day of the relevant Interest Period for that Loan
    or overdue amount for the offering of deposits in the currency of that Loan
    and for a period comparable to the Interest Period for that Loan;

    "List of Directors" means a list of the names of all of the directors of
    each Whitewash Company holding office at the date of the giving of the
    statutory declarations referred to in schedule 1 in respect of the Whitewash
    Companies;

    "LMA" means the Loan Market Association;


                                       68
<PAGE>

    "Loans" means together the Revolving Loan and the Term Loan and "Loan" means
    any of them;

    "Management Team" means Peter Richard Liney and Peter Hamilton Bradshaw and
    "member of the Management Team" or "Manager" means any of them;

    "Mandatory Cost" means the percentage rate per annum calculated by the Bank
    in accordance with schedule 3 (Mandatory Cost formulae);

    "Margin" means in relation to:

         (i) Revolving Credit Facility A, 2.25 per cent per annum;

         (ii) Term Loan Facility B, 2.25 per cent per annum;

         (iii) Guarantee Facility C, 2.25 per cent per annum,

    or such other amount as may be specified from time to time in accordance
    with clause 12 of this Agreement;

    "Margin Reduction Targets" means the Margin Reduction Targets described in
    clause 12.4 (Reduction of Margin);

    "Material Adverse Effect" means any event or circumstance which (when taken
    alone or together with any then prevailing event or circumstance) is
    reasonably likely in the opinion of the Bank (acting reasonably):

         (i)      to materially adversely affect the ability of any Obligor to
                  perform and comply with its payment obligations under the
                  Finance Documents; and/or

         (ii)     to materially adversely affect the business, assets or
                  financial condition of the Group taken as a whole; and/or

         (iii)    to result in a breach of any Financial Covenant; and/or

         (iv)     to adversely affect the legality, validity or enforceability
                  (subject to the Legal Reservations) of the Finance Documents;

    "Material Contracts and Membership" means any ATOL and membership by the
     Group with the CAA, ABTA and IATA;

    "Material Intellectual Property" means any Intellectual Property which is
    material to the business of the Group including, but without limitation, the
    trading name of any Chargor;

         "Material Overseas Subsidiary" means any Material Subsidiary whose
         place of incorporation is outside the United Kingdom;

    "Material Provisions" means the following clauses of this Agreement:

         (i) clause 21.1 (Financial information);

         (ii) clause 21.2 (Annual Budget);

         (iii) clause 23.2 (Disposals);

         (iv) clause 23.3 (Restrictions on Financial Indebtedness);

         (v) clause 23.7 (Security);

         (vi) clause 23.14 (Dividends on shares);

         (vii) clause 23.15 (Redemptions and distributions - total prohibition);

         (viii)   in respect of the period up to the Completion Date only,
                  clause 24.14 (Conduct of Acquisition);

                                       69
<PAGE>

         "Material Subsidiary" means:

          (a)  each Obligor; and

          (b)  each other Group Company:

               (i)  whose gross assets represent 5 per cent. or more of the
                    consolidated gross assets of the Group; or

               (ii) whose EBITDA represent 5 per cent. or more of the
                    consolidated EBITDA of the Group; or

               (iii) whose Net Worth represents 5 per cent. or more of the
                    consolidated Net Worth of the Group; or

               (iv) whose gross turnover is at least equal to 5% of the
                    consolidated gross turnover of the Group,

                  in the case of paragraphs (i), (iii) and (iv) based on the
                  Monthly Management Accounts of the Group at the end of the
                  most recent Quarterly Period and in the case of paragraph
                  (ii), based on the most recent Audited Accounts, in each case
                  delivered pursuant to clause 21;

    "Month" means a period starting on one day in a calendar month and ending on
    the numerically corresponding day in the next calendar month, except that:

         (i)      (subject to paragraph (iii) below) if the numerically
                  corresponding day is not a Business Day, that period shall end
                  on the next Business Day in that calendar month in which that
                  period is to end if there is one or, if there is not, on the
                  immediately preceding Business Day;

         (ii)     if there is no numerically corresponding day in the calendar
                  month in which that period is to end, that period shall end on
                  the last Business Day in that calendar month; and

         (iii)    if an Interest Period begins on the last Business Day of a
                  calendar month, that Interest Period shall end on the last
                  Business Day in the calendar month in which that Interest
                  Period is to end.

    The above rules will only apply to the last Month of any period;

    "Monthly Management Accounts" means each set of consolidated management
    accounts of the Group, prepared by the Principal Borrower as at the end of
    each Month, such accounts being in a form and delivered in a manner to the
    Bank as required by clause 21.1 (Financial Information);

    "Net Proceeds" means:

         (i)      the consideration received by any member or members of the
                  Group in respect of the disposal to any person who is not a
                  member of the Group of all or any part of its business,
                  undertaking or assets (including the amount of any
                  intercompany debt repaid to continuing members of the Group)
                  but excluding a disposal permitted under clause 23.2
                  (Disposals) net of all Taxes applicable on, or to any gain
                  resulting from, the disposal and of all reasonable third party
                  costs, fees or expenses incurred by a Group Company in
                  arranging and effecting that disposal; and/or


                                       70
<PAGE>

         (ii)     the proceeds of any claim:

                  (a)      against the Vendors under the relevant Acquisition
                           Documents after deduction of all Taxes applicable on,
                           and all reasonable costs, fees and expenses incurred
                           in connection with such claim (and including, without
                           limitation, any amount recovered under any insurance
                           policy referred to in the relevant Acquisition
                           Documents); and/or

                  (b) for loss or destruction of or damage to property of a
member of the Group under any insurance policy;

    "Net Proceeds Account" means an interest bearing deposit account in the name
    of the Principal Borrower with the Bank and charged to the Bank (such charge
    to be in form and substance satisfactory to the Bank, acting reasonably)
    into which certain Net Proceeds are to be paid pursuant to this Agreement;

    "Non-Chargor" means any member of the Group which is not a Chargor;

    "Non-Obligor" means any member of the Group which is not an Obligor;

    "Obligation" means any obligation or liability of an Obligor to the Bank
     under a Finance Document;

    "Obligor" means a Borrower or a Chargor;

    "Original Audited Accounts" means the consolidated audited accounts of the
    Principal Borrower for the financial year ending 31 December 2001 and
    delivered to the Bank in accordance with clause 7.1;

    "Original Monthly Management Accounts" means the consolidated management
    accounts of the Principal Borrower for the period ending 31 October 2002 and
    delivered to the Bank in accordance with clause 7.1;

    "Original Security Documents" means the Guarantee and the Share Pledges;

    "Participating Member State" means any member state of the European
    Communities that adopts or has adopted the euro as its lawful currency in
    accordance with legislation of the European Community relating to Economic
    and Monetary Union;

    "Party" means a party to this Agreement;

    "Permitted Bonds" means any of the bonds referred to in Schedule 10 together
    with their replacements or substitutes and any other bonds issued by an
    insurance company to ABTA, IATA or the CAA (or their equivalent in any other
    jurisdiction) in respect of a Group Company's obligations under any Material
    Contracts and Membership (or their equivalent in any other jurisdiction);

    "Permitted Financial Indebtedness" means all Financial Indebtedness under
    this Agreement, including, but not limited to, the Financial Indebtedness
    permitted under clause 23.3;

    "Placing Agreement" means the placing agreement and placing letters in
    relation to the Principal Borrower in the agreed terms;

    "Principal Borrower" means EBOOKERS PLC (CRN: 3818962);

    "Pro Forma Financial Assistance Documents" means the documents relating to
    financial assistance substantially in the agreed terms or with such
    amendments thereto as the Bank may reasonably require in accordance with
    best practice having regard to the circumstances prevailing at the time of
    the intended execution of such documents;

                                       71
<PAGE>

    "Property" means any other freehold or registered leasehold property held by
    any Obligor from time to time;

    "Qualifying Bank" means:

         (i) a lender:

                  (a)      which is a bank (as  defined  for the  purpose of
                           section  349 of the Taxes Act)  making an advance
                           under a Finance Document; or

                  (b)      in respect of an Advance made under a Finance
                           Document by a person that was a bank (as defined for
                           the purpose of section 349 of the Taxes Act) at the
                           time that that Advance was made,

                  and which is within the charge to United Kingdom corporation
                  tax as respects any payments of interest made in respect of
                  that Advance; or

         (ii) a bank or financial institution which is:

                  (a)      a company resident in the United Kingdom for United
                           Kingdom tax purposes;

                  (b)      a partnership each member of which is a company
                           resident the United Kingdom for United Kingdom tax
                           purposes; or

                  (c)      a company not so resident in the United Kingdom which
                           carried on a trade in the United Kingdom through a
                           branch or agency and which brings into account
                           interest payable in respect of that advance in
                           computing its chargeable profits (within the meaning
                           given by section 11(2) of the Taxes Act); or

         (iii)    a Treaty Lender.

         "Quarterly Period" means each period of three Months ending on the last
         day of March, June, September and December in each ARP;

         "Reference Bank" means Barclays Bank PLC;

         "Relevant Interbank Market" means in relation to euro, the European
         interbank market and, in relation to any other currency, the London
         interbank market;

         "Repeating Representations" means each of the representations set out
         in schedule 8 (Representations) other than those in paragraphs 7
         (Deduction of Tax), 8 (No filing or stamp taxes), 10 (Group Structure),
         13 (Title to assets), 14 (Reports), 17 (Compliance with financial
         assistance laws), 18 (List of Directors), 21 (Original Monthly
         Management Accounts and Original Audited Accounts) and 24 (Disclosures)
         of schedule 8;

         "Reports"  means  together the  Accountants  Reports,  the Insurance
         Report,  the Legal Due Diligence  Report and the Working
         Capital Report;

    "Resolutions" means the ordinary and special resolutions of the Principal
    Borrower regarding the approval of the Acquisition and the issuing of shares
    in relation thereto in the agreed form;

         "Revolving Credit Advance" means a principal amount made, or to be
         made, available to the Principal Borrower under the Revolving Credit
         Facility A, or, as the context may require, the outstanding principal
         amount of any such advance;


                                       72
<PAGE>

         "Revolving Credit Facility A" means the Revolving Credit Facility A, in
         the maximum aggregate amount of (pound)10,000,000, granted to the
         Principal Borrower by the Bank pursuant to clause 5 (The Facilities);

         "Revolving Loan" means, at any time, the principal amount outstanding
         at such time under the Revolving Credit Facility A;

         "Rollover Loan" one or more Revolving Credit Advances:

         (i) made or to be made on the same day that a maturing Revolving Credit
             Advance is due to be repaid; and

         (ii) the aggregate amount of which is equal to or less than the
              maturing Revolving Credit Advance; and

         (iii) made or to be made to the Principal Borrower for the purpose of
               refinancing a maturing Revolving Credit Advance;

         "Sale" means the sale of the whole or a substantial part of the
         business, assets or undertaking of the Group;

         "Scheduled Repayments" means repayments made to comply with the
         scheduled repayments of Term Loan Facility B, as set out in clause 10.2
         (Repayment of Term Loan B) of this Agreement;

         "Screen Rate" means in relation to LIBOR, the British Bankers'
         Association Interest Settlement Rate for the relevant currency and
         period displayed on the appropriate page of the Telerate screen. If the
         agreed page is replaced or service ceases to be available, the Bank may
         specify another page or service displaying the appropriate rate after
         consultation with the Principal Borrower;

         "Security" means a mortgage, charge, pledge, lien or other security
         interest securing any obligation of any person or any other Agreement
         or arrangement having a similar effect;

         "Security Documents" means together, the Original Security Documents,
         each Deed of Accession (Guarantee) and such other documents which are
         from time to time entered into by any member of the Group in favour of
         the Bank as security for any and all moneys and liabilities due, owing
         or incurred by any member of the Group to the Bank;

         "Selection Notice" means a notice substantially in the form set out in
         part 2 of schedule 2 (Requests) given in accordance with clause 13
         (Interest Periods) in relation to any Loan;

         "Service Agreements" means the service agreements in the agreed terms
         made between the Principal Borrower and the Managers;

         "Share Pledges" means the share pledges in the agreed terms dated on
         the Completion Date and entered into by the Principal Borrower (in
         respect of Target and Callbookers Limited), Target (in respect of the
         other Whitewash Companies) and Callbookers Limited (in respect of
         Flightbookers Limited), all in favour of the Bank and creating a
         first-ranking security;

         "Sterling" or "(pound)" means the lawful currency at the time being of
          the United Kingdom;


                                       73
<PAGE>

         "Subsidiary" means:

         (i) a subsidiary within the meaning of section 736 of the Act; and

         (ii) a subsidiary undertaking within the meaning of section 258 of the
          Act;

    "Target" means Travelbag Holdings Limited (CRN: 3957361);

    "Target Group" means the Target and its Subsidiaries which pursuant to the
    terms of the Acquisition Documents are to be acquired by the Principal
    Borrower on the Completion Date;

    "Target Shares" means the entire issued share capital of the Target;

         "Tax" means any tax, levy, impost, duty or other charge or withholding
         of a similar nature (including any penalty or interest payable in
         connection with any failure to pay or any delay in paying any of the
         same) and "Taxes" shall be construed accordingly;

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

         "Term Loan" means, at any time, the aggregate principal amount of all
         Term Loan B Advances outstanding at such time;

         "Term Loan B Advance" means the principal amount made, or to be made,
         available to the Principal Borrower under the Term Loan Facility B or,
         as the context may require, the outstanding principal amount of any
         such Advance;

         "Term Loan Facility B" means the term loan facility B made available to
         the Principal Borrower pursuant to clause 5 (The Facilities) in the
         maximum principal amount of (pound)15,000,000;

         "Termination Date" means:

         (i) in relation to Revolving Credit Facility A, 31 January 2008; and

         (ii) in relation to Term Loan Facility B, 31 January 2008;

         "Transaction Documents" means the Acquisition Documents, the Finance
         Documents and the Investment Documents;

         "Treaty Lender" means a lender which:

         (i) is treated as a resident of a Treaty State for the purposes of the
         Treaty; and

         (ii) does not carry on a business in the United Kingdom,

         which has taken all necessary action under a Treaty to receive gross
         payments of interest from the Borrowers without deduction on account of
         Tax;

         "Treaty State" means a jurisdiction having a doubt taxation agreement
         (a "Treaty") with the United Kingdom which makes provision for full
         exemption from tax imposed by the United Kingdom on interest;

         "UK Chargor" means a Chargor incorporated in the UK;

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         "United Kingdom" or "UK" means the United Kingdom of Great Britain and
         Northern Ireland;

         "Unpaid Sum" means any sum due and payable but unpaid by an Obligor
         under the Finance Documents;

         "Utilisation" means a utilisation of a Facility;

         "Utilisation Date" means the date of a Utilisation;

         "Utilisation Request" means a notice substantially in the form set out
         in part 1 of schedule 2 (Requests) requesting Utilisation of any
         Facility;

         "VAT" means value added tax as provided for in the Value Added Tax Act
         1994 and any other tax of a similar nature;

    "Vendors" means Port of Hercules Trustees Limited, Jeremy Bridge and the
    other persons named as vendors in schedule 1 of the Acquisition Agreement;

         "Whitewash Companies" means the Target, Bridge the World Travel Service
         Limited and Travelbag PLC;

         "Working Capital Report" means the working capital report in respect of
         the Group prepared by Deloitte and Touche.

2.       Construction

     2.1  Unless a contrary indication appears, any reference in this Agreement
          to:

         2.1.1 the "Bank", any "Obligor" or any "Party" shall be construed so
               as to include its permitted successors in title, permitted
               assigns and permitted transferees;

         2.1.2 the "assets" of a person shall be construed as a reference to
               all or any part of its present and future business, undertaking,
               property, shareholdings, assets and revenues (including any right
               to receive revenues and uncalled capital);

         2.1.3 the "European interbank market" means the interbank market for
               euro operating in Participating Member States;

         2.1.4 this Agreement, a Finance Document or any other agreement,
               instrument or document includes references to such agreement,
               instrument or document as amended, supplemented, novated,
               re-enacted and/or restated;

         2.1.5 "indebtedness" includes any obligation (present or future,
               actual or contingent) for the payment or repayment of money,
               whether present or future, actual or contingent and whether as
               principal or surety;

         2.1.6 "in the agreed terms" means as agreed between the Principal
               Borrower and the Bank;

         2.1.7 a "person" includes any person, individual, firm, company,
               corporation, government, state or agency of a state or any
               association, joint venture association, organisation,


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               institution, trust or partnership (whether or not having separate
               legal personality) or two or more of the foregoing;

         2.1.8 a "regulation" includes any regulation, rule, directive,
               request, guideline, order, decree, other legislative measure,
               code, circular, notice, demand or injunction (whether or not
               having the force of law but if not having the force of law being
               those with which it is customary for persons to whom it is
               directed to comply, even if compliance is not mandatory) of any
               Governmental Authority;

         2.1.9 a provision of law includes references to such provision as
               re-enacted, amended or extended and any subordinate legislation
               made under it;

         2.1.10 a time of day is a reference to London time;

         2.1.11 clauses, paragraphs and schedules shall be construed as
               references to clauses and paragraphs of, and schedules to, this
               Agreement;

         2.1.12 one gender includes all genders, and reference to the singular
               includes the plural and vice versa;

         2.1.13 "including" and "in particular" shall not be construed
               restrictively but shall mean "including, without prejudice to the
               generality of the foregoing" and "in particular, but without
               prejudice to the generality of the foregoing";

         2.1.14 "writing" includes telex and facsimile transmission legibly
               received, or any electronic method of communication approved by
               the Bank except in relation to any certificate, forecast, report,
               notice, resolution or other document which is expressly required
               by this Agreement to be signed, and "written" has a corresponding
               meaning;

         2.1.15 an outstanding amount of an Obligation at any time is the
               maximum amount that is or may be payable by the Borrower in
               respect of that Obligation at that time;

         2.1.16 a Borrower "repaying" or "prepaying" an Obligation means:

               (i)  that Borrower providing cash cover for that Obligation;

               (ii) the maximum amount payable under the Obligation being
                    reduced in accordance with its terms; or

               (iii) the Bank being satisfied acting reasonably that it has no
                    further liability under that Obligation,

                           and the amount by which an Obligation is repaid or
                           prepaid under paragraph 2.1.20 (i) and (ii) above is
                           the amount of the relevant cash cover or reduction;

         2.1.17 a Borrower providing "cash cover" for an Obligation means
                    a Borrower paying an amount in the currency of the
                    Obligation to an interest-bearing account in the name of the
                    Borrower and the following conditions are met:

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                           (i)      the account is with the Bank;

                           (ii)     withdrawals from the account may only be
                                    made to pay the Bank amounts due and payable
                                    to it under this Agreement in respect of
                                    that Obligation until no amount is or may be
                                    outstanding under that Obligation; and

                           (iii)    the Borrower has executed a security
                                    document over that account, in form and
                                    substance satisfactory to the Bank, creating
                                    a first ranking security interest over that
                                    account; and

2.1.18

                           (i)      a certified document means such document
                                    certified as genuine and in full force and
                                    effect or, if a copy, a true, complete and
                                    up-to-date copy of the original in each case
                                    by a director of the party providing the
                                    document or such other person as that party
                                    may demonstrate to the Bank's satisfaction
                                    has authority to provide such a certificate;

                           (ii)     any certificate to be provided under this
                                    Agreement or any Finance Document by an
                                    Obligor shall mean a certificate in the
                                    agreed terms, addressed to the Bank, dated
                                    and signed by an authorised signatory of the
                                    relevant Obligor;

          2.1.19 The index and any headings, sub-headings or footnotes in this
               Agreement are for ease of reference and shall be ignored in
               construing this Agreement;

         2.1.20 Unless a contrary indication appears, a term used in any other
               Finance Document or in any notice given under or in connection
               with any Finance Document has the same meaning in that Finance
               Document or notice as in this Agreement;

         2.1.21 A Default is "continuing" for the purposes of the Finance
               Documents until it is expressly waived and any conditions of the
               waiver fulfilled to the Bank's satisfaction or, where the
               circumstances which caused it are capable of remedy, until those
               circumstances have been remedied to the Bank's satisfaction and
               the position is as it would have been if such Default had not
               occurred (and in the case of late delivery of a document or
               withdrawal of a claim whose existence constituted a Default, that
               Default is not continuing once delivery or withdrawal has
               occurred). Breach of a Financial Covenant shall be treated as
               having been remedied if, when it is next tested under this
               Agreement, or, if earlier, when demonstrated by an Obligor to the
               Bank's absolute satisfaction that it has been remedied such
               Financial Covenant is complied with;

         2.1.22 Any consent, waiver or approval required from any party under a
               Finance Document must be in writing and will be of no effect if
               not in writing;

         2.1.23 Where the expression "so far as the Principal Borrower/Group is
               aware" (or any similar expression) is used in this Agreement:

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               2.1.23.1 the knowledge of the Managers shall also be deemed to be
                    within the knowledge of the Principal Borrower; and

               2.1.23.2 it shall be deemed to include an additional statement
                    that the Principal Borrower and the Managers shall have made
                    due, proper and careful enquiry

          2.1.24 Covenants, undertakings, representations and warranties and
               other obligations given by, or of, more than one Obligor are
               joint and several;

          2.1.25 Reference to a monetary sum in clauses 20 (Representations), 21
               (Information undertakings), 23 (Negative undertakings), 24
               (Positive obligations) and 25 (Events of Default) shall be deemed
               to incorporate a reference to the foreign currency equivalent of
               such sum;

          2.1.26 Any certificate given by a director of a Principal Borrower to
               the Bank under this Agreement shall be given by such director for
               and on behalf of the Principal Borrower and without personal
               liability to the Bank.


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                                   SCHEDULE 8

                         Representations and Warranties

1.       Status

1.1      Each member of the Group is a  corporation,  duly  incorporated  and
         validly  existing under the laws of its  jurisdiction  of
         incorporation.

1.2      Each member of the Group has the power to own its assets and carry on
         its business as it is being conducted.

1.3      Each member of the Group has all necessary governmental and
         other consents, approvals, licences and authorities to carry
         on its business as it is being conducted.

2.       Binding obligations

         Subject to the Legal Reservations, the obligations expressed to be
         assumed by it in each Transaction Document are legal, valid, binding
         and enforceable obligations.

3.       Non-conflict with other obligations

         The entry into and performance by each member of the Group of, and the
         transactions contemplated by, the Transaction Documents to which it is
         a party do not and will not conflict with:

          3.1  any law or regulation applicable to each member of the Group;

          3.2  the constitutional documents of each member of the Group; or

          3.3  any material agreement or instrument binding upon each member of
               the Group.

4.       Power and authority

         Each member of the Group has the power to enter into, perform and
         deliver, and has taken all necessary action to authorise its entry
         into, performance and delivery of, the Transaction Documents to which
         it is a party and the transactions contemplated by those Transaction
         Documents.

5.       Validity and admissibility in evidence

         All Authorisations required or desirable:

          5.1  to enable each member of the Group lawfully to enter into,
               exercise its rights and comply with its obligations in the
               Transaction Documents to which it is a party; and

          5.2  to make the Transaction Documents to which it is a party
               admissible in evidence in its jurisdiction of incorporation,

         have been obtained or effected and are in full force and effect, save
         for the filing in the United Kingdom of the prescribed particulars of
         the Security Documents pursuant to Section 395 of the Companies Act
         1985 (as amended) and filing of the related statutory declarations, the
         registration of certain of the Security Documents at the Land Registry
         or the Land Charges Registry (as appropriate), the filing of
         particulars of the relevant trade marks (if any) assigned or charged
         under such Security Documents and registration of the transfers of the
         shares which are the subject of the Security created by the Security
         Documents, all of which filings and registrations will be effected
         promptly (by solicitors acting for the Bank) after execution by the
         relevant Obligor of the relevant Transaction Documents.

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6.       Governing law and enforcement

          6.1  The choice of English law as the governing law of the Finance
               Documents will be recognised and enforced in the jurisdiction of
               incorporation of each Obligor.

          6.2  Any judgment obtained in England in relation to a Finance
               Document will be recognised and enforced in the jurisdiction of
               incorporation of each Obligor.

7.       Deduction of Tax

         No Obligor is required under the law of its jurisdiction of
         incorporation to make any deduction for or on account of Tax from any
         payment it may make under any Finance Document.

8.       No filing or stamp taxes

         Under the law of the jurisdiction of incorporation of each Obligor it
         is not necessary that the Finance Documents be filed, recorded or
         enrolled with any court or other authority in that jurisdiction or that
         any stamp, registration or similar tax be paid on or in relation to the
         Finance Documents or the transactions contemplated by the Finance
         Documents save for any registration of certain of the Security
         Documents as contemplated by paragraph 5 above.

9.       No default

          9.1  No Event of Default is continuing.

          9.2  No Event of Default would reasonably be expected to result from
               the performance of any transaction contemplated by the
               Transaction Documents or from the making of any Utilisation.

          9.3  Save in respect of the winding-up of a Dormant Group Company, no
               member of the Group has taken any corporate action nor have any
               other steps been taken or legal proceedings (other than in
               relation to proceedings which are discharged within 10 Business
               Days) been started or (so far as the Obligors are aware)
               threatened against any member of the Group for its winding-up,
               dissolution, administration or re-organisation (whether by
               voluntary arrangement, scheme of arrangement or otherwise save
               for any solvent reorganisation previously approved by the in
               writing) or for the enforcement of any Security over all or any
               of its revenues or assets or for the appointment of a receiver,
               administrator, administrative receiver, conservator, custodian,
               trustee, or similar officer of it or of any or all of its assets
               or revenues.

          9.4  No other event transaction or circumstance is outstanding which
               constitutes a default under any other Agreement or instrument
               which is binding on any member of the Group or to which any
               member of the Group's assets are subject which might have a
               Material Adverse Effect.

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10.      Group structure

         As at the date hereof, the corporate structure of the Group is as set
         out in Part A of schedule 6 (Group Structure) and as at the Completion
         Date, the corporate structure of the Group will be as set out in Part B
         of schedule 6 (Group Structure) of this Agreement and the companies
         indicated therein as Dormant are Dormant Group Companies

         Other share capital

         No member of the Group has any interest in the share capital of any
         other body corporate, save in relation to its Subsidiaries or as
         permitted by the terms of this Agreement.

11.      Financial Indebtedness and Security

         No member of the Group has incurred any Financial Indebtedness and no
         Security exists over the undertaking, property or assets of any of them
         except, in either case, to the extent (i) permitted by the terms of
         this Agreement or (ii) to be repaid or discharged on the Completion
         Date.

12.      Title to assets

         All Acquired Assets will on the Completion Date be legally (subject to
         payment of stamp duty in respect of the Target Shares and registration
         as contemplated by clause 8.1 (Registration of share transfers)) and
         beneficially owned by the Principal Borrower subject only to claims
         under Security permitted by the terms of this Agreement.

13.      Reports

          13.1 All information supplied by or on behalf of the Principal
               Borrower in connection with the preparation of the Reports was
               true, complete and accurate in all material respects at the dates
               supplied (or, if not, has subsequently been corrected and such
               correction is reflected in the Reports) and there are no material
               omissions from the Reports.

          13.2 So far as the Principal Borrower is aware, all statements of
               facts recorded in the Reports are true and accurate in all
               material respects.

          13.3 So far as the Principal Borrower is aware, no Report (or any part
               thereof) is misleading in any material respect and there is no
               expression of opinion, forecast or projection contained in any
               Report, or any conclusion reached therein in relation to any
               matter, which is not fair and reasonable in all material respects
               and there is no such opinion, forecast, projection or conclusion
               with which the Managers disagree in any material respect.

          13.4 So far as the Principal Borrower is aware, no event has occurred
               subsequent to the date of any Report which renders any facts
               contained in such Report inaccurate or misleading in any material
               respect, or which makes any of the opinions, projections,
               forecasts or conclusions contained in that Report other than fair
               and reasonable.

14.      Monthly Management Accounts

         The Monthly Management Accounts most recently delivered to the Bank
         pursuant to clause 21.1 (Financial Information) have been prepared with
         due care and attention and accurately reflect the financial position of
         the Group (including, without limitation, disclosure of all of its
         material liabilities (contingent or otherwise)) as at the date at which
         such accounts were prepared.

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15.      Audited Accounts

         The Audited Accounts most recently delivered to the Bank pursuant to
         clause 21.1 (Financial Information) have been prepared in accordance
         with GAAP and present a true and fair view of the financial condition
         of the Group for the relevant ARP.

16.      Compliance with financial assistance laws

         As far as the Finance Documents are concerned, all of the requirements
         of sections 151 to 158 of the Act have been or will, prior to the
         execution and delivery of such Finance Documents to the Bank, have been
         satisfied to the extent necessary to ensure that the execution,
         delivery and performance of such Finance Documents by the relevant
         Obligors is lawful.

17.      List of Directors

         The List of Directors in respect of the Whitewash Company is true and
         complete as at the date on which the directors of the Whitewash Company
         swear the statutory declarations referred to in schedule 1.

18.      Ranking

         The payment obligations of each Obligor under the Finance Documents
         rank at least pari passu to the claims of other present and future
         indebtedness of such Obligor, except for obligations mandatorily
         preferred by law applying to companies generally.

19.      No litigation

         Save as notified to the Bank, no member of the Group is involved in any
         litigation, arbitration or other litigious or administrative
         proceedings or disputes, which, if adversely determined, would be
         reasonably likely to result in a liability (including costs) of more
         than (pound)50,000 or a diminution in the value of its assets of more
         than (pound)50,000 nor are there any circumstances reasonably likely to
         give rise to any such proceedings.

20.      Original Monthly Management Accounts and Original Audited Accounts

          20.1 The Original Monthly Management Accounts have been prepared with
               due care and attention and accurately reflect the consolidated
               financial position of the Principal Borrower and its Subsidiaries
               as at the date to which the same were prepared.

          20.2 The Original Audited Accounts have been prepared in accordance
               with GAAP and present a true and fair view of the consolidated
               financial position of the Principal Borrower and its Subsidiaries
               as at the date to which the same were prepared and since the date
               to which such Original Audited Accounts were prepared there has
               been no Material Adverse Effect.

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21.      Intellectual Property

          21.1 Each member of the Group owns or has licensed to it all the
               Intellectual Property which is required by it in order for it to
               carry on its business in all respects as it is being conducted
               and it does not, in carrying on its business, infringe any
               Intellectual Property of any third party in any way in each case
               where failure to do so would have a Material Adverse Effect.

          21.2 All actions (including payment of all fees) required to maintain
               any Intellectual Property which is material in the context of the
               business of the Group in full force and effect, have been taken
               in each case where failure to do so would have a Material Adverse
               Effect.

22.      Environmental Matters

          22.1 Each member of the Group has obtained all requisite Environmental
               Licences (if any) required for the carrying on its business as
               currently conducted and have at all times complied with the terms
               and conditions of such Environmental Licences and all other
               applicable Environmental Laws which in each case, if not obtained
               or complied with, would have a Material Adverse Effect. There are
               to its knowledge no circumstances which may prevent or interfere
               with such compliance in the future and which would have a
               Material Adverse Effect.

          22.2 There is no Environment Claim (whether in respect of any site
               previously or currently owned or occupied by any member of the
               Group or otherwise) pending or so far as it is aware threatened,
               and there are no past or present acts, omissions, events or
               circumstances that would be likely to form the basis of any
               Environmental Claim (including, without limitation, any arising
               out of the use, disposal, generation, storage, release, burial,
               deposit or emission of any Dangerous Substance and whether in
               respect of any site previously or currently owned or occupied by
               any member of the Group or otherwise), against any member of the
               Group which in each case is reasonably likely to be determined
               against that member of the Group and which if so decided would
               have a Material Adverse Effect.

23.      Disclosures

         The Principal Borrower has disclosed in writing to the Bank all facts
         relating to the Acquisition, the Group and the Target Group which it
         believes could reasonably be expected to affect the Bank's decision to
         make the Facilities available.

24.      Insurances

    Each Group Company has in place insurances complying with the requirements
    of this Agreement and no act, event or omission or default has occurred
    which has rendered or would be reasonably likely to render any policies of
    insurance taken out by it void or visible.



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                                   SCHEDULE 9

                                Events of Default

1.       Non-payment

         An Obligor does not pay on the due date any amount payable pursuant to
         a Finance Document at the place at and in the currency in which it is
         expressed to be payable unless:

          1.1  the relevant Obligor demonstrates to the satisfaction of the Bank
               that its failure to pay is caused by administrative or technical
               error which was not the fault of any member of the Group; and

          1.2  payment is made within 2 Business Days of its due date.

2.       Financial covenants

         Any requirement of clause 22.1 (Financial covenants) is not satisfied.

3.       Other obligations

          3.1  if there is a breach of any of the Material Provisions; or

          3.2  if any Obligor fails to comply with any of the other provisions
               of this Agreement (other than those referred to in paragraphs 1
               (Non-payment) and 2 (Financial covenants) above) or any provision
               of any other Finance Documents and, if, in the opinion of the
               Bank, such non-compliance is capable of remedy, such failure is
               not remedied to the satisfaction of the Bank within 14 days of
               the earlier of (a) such Obligor becoming aware of such
               non-compliance and (b) the Bank notifying that Obligor in writing
               of such non-compliance.

4.       Misrepresentation

         Any representation or statement made or deemed to be made by an Obligor
         in the Finance Documents or any other document delivered by or on
         behalf of any Obligor under or in connection with any Finance Document
         is or proves to have been incorrect or misleading in any material
         respect when made or deemed to be made and if, in the opinion of the
         Bank, such breach is capable of remedy, such breach is not remedied to
         the satisfaction of the Bank within 14 days of the earlier of (a) such
         Obligor becoming aware of such breach and (b) the Bank notifying that
         Obligor in writing of such breach.

5.       Cross default

          5.1  Any Financial Indebtedness of any member of the Group is not paid
               when due or within any originally applicable grace period.

          5.2  Any Financial Indebtedness of any member of the Group is declared
               to be or otherwise becomes due and payable prior to its specified
               maturity as a result of an event of default (however described).

          5.3  Any commitment for any Financial Indebtedness of any member of
               the Group is cancelled or suspended by a creditor of any member
               of the Group as a result of an event of default (however
               described).

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          5.4  Any creditor of any member of the Group becomes entitled to
               declare any Financial Indebtedness of any member of the Group due
               and payable prior to its specified maturity as a result of an
               event of default (however described).

          5.5  No Event of Default will occur under this clause 8 if the
               aggregate amount of Financial Indebtedness or commitment for
               Financial Indebtedness falling within paragraphs 5.1 to 5.4 of
               this schedule 9 is less than (pound)100,000.

6.       Insolvency

          6.1  A member of the Group (except a Dormant Group Company) is unable
               or admits inability to pay its debts as they fall due, suspends
               making payments on any of its debts or, by reason of actual or
               anticipated financial difficulties, commences negotiations with
               one or more of its creditors with a view to rescheduling any of
               its indebtedness.

          6.2  The value of the assets of any member of the Group (except a
               Dormant Group Company) is less than its liabilities (taking into
               account contingent and prospective liabilities to the extent
               required by GAAP to be taken into account).

          6.3  A moratorium is declared in respect of any indebtedness of any
               member of the Group (except a Dormant Group Company).

7.       Insolvency proceedings

         Any corporate action, legal proceedings or other procedure or step is
         taken (other than in relation to a petition which is discharged within
         10 Business Days) in relation to:

          7.1  the suspension of payments, a moratorium of any indebtedness,
               winding-up, dissolution, administration or reorganisation (by way
               of voluntary arrangement, scheme of arrangement or otherwise) of
               any member of the Group (except a Dormant Group Company);

          7.2  a composition, assignment or arrangement with any creditor of any
               member of the Group (except a Dormant Group Company);

          7.3  the appointment of a liquidator, receiver, administrator,
               administrative receiver, compulsory manager or other similar
               officer in respect of any member of the Group (except a Dormant
               Group Company) or any of its assets; or

          7.4  enforcement of any Security over any assets of any member of the
               Group (except a Dormant Group Company).

8.       Creditors' process

         Any expropriation, attachment, sequestration, distress or execution in
         respect of any assets other than the Property, of a member of the Group
         (except a Dormant Group Company) which is not discharged within 10
         Business Days.

9.       Invalidity

         Any of the Transaction Documents shall cease to be in full force and
         effect in any respect or shall cease to constitute the legal, valid and
         binding obligation of any party to it or, in the case of any Security
         Document, fail to provide effective security in favour of the Bank over
         the assets over which security is intended to be given by that Security
         Document.

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10.      Unlawfulness

         It is or becomes unlawful for an Obligor to perform any of its material
         obligations under the Transaction Documents.

11.      Repudiation

         An Obligor repudiates a Transaction Document or evidences an intention
         to repudiate a Transaction Document.

12.      Equivalent events in other jurisdictions

         If any event occurs, or proceedings are taken with respect to any
         member of the Group (except a Dormant Group Company) in any
         jurisdiction to which it is subject, or in which it has assets, which
         has an effect equivalent to, or similar to, any one of the events
         mentioned in paragraphs 6 (Insolvency) to 8 (Creditors Process) of this
         schedule.

13.      Cessation of business

         If any member of the Group ceases to carry on its businesses, or shall
         suspend all or a substantial part of its operations (other than a
         Dormant Group Company on a solvent winding up or as previously
         consented to by the Bank).

14.      Material litigation

         If any member of the Group becomes involved in or engaged in any
         litigation, arbitration or legal proceedings of a litigious nature
         which are reasonably likely (in the reasonable opinion of the Bank) to
         be adversely determined, and which would, if adversely determined, have
         a Material Adverse Effect.

15.      Qualification of Audited Accounts

         If the Auditors qualify their report on any Audited Accounts of the
         Group in an adverse manner which the Bank considers material in the
         context of the Finance Documents (but excluding qualifications that are
         minor and of a technical nature).

16.      Material adverse change

    Any event or circumstance which (when taken alone or together with any then
    prevailing event or circumstance) is reasonably likely in the opinion of the
    Bank (acting reasonably):

         (i)      to materially adversely affect the ability of any Obligor to
                  perform and comply with its payment obligations under the
                  Finance Documents; and/or

         (ii)     to materially adversely affect the business, assets or
                  financial condition of the Group taken as a whole; and/or

         (iii)    to result in a breach of any Financial Covenant.

17.      Material Contract

         If any Material Contract is terminated.

                                       86
<PAGE>

18.      Free Asset

         If the Group or any Group Company fails to comply with its obligations
         to the CAA to maintain the agreed level of Free Assets (as such term is
         defined by and as any test of Free Assets is made by the CAA from time
         to time) unless, if a breach has occurred, the CAA has waived the
         breach or given a grace period for remedy of such breach and the grace
         period is still outstanding.


                                       87
<PAGE>



                                   SCHEDULE 10

                                 Permitted Bonds

Joint bonds, provided by:

1.       Coface S.A. on behalf of the Whitewash Companies to, among others, IATA
         and CAA up to a maximum aggregate amount of (pound)1,160,000 and dated
         9 September 2002;

2.       De  Montfort  Insurance  on  behalf of the  Whitewash  Companies  up
         to a  maximum  aggregate  amount  of(pound)500,000  and dated
         18 September 2002;

3.       Hermes  Credit and  Guarantee  plc on behalf of the Whitewash
         Companies up to a maximum  aggregate  amount of(pound)1,200,000  and
         dated 13 September 2002;

4.       Travel & General  Insurance  Company Co Plc on behalf of the Whitewash
         Companies up to a maximum aggregate amount of(pound)500,000
         and dated 13 September 2002;

5.       Lloyds TSB Bank plc on behalf of Travelbag PLC and Bridge the World
         Travel Services Limited up to a maximum aggregate amount of
         (pound)1,400,000 and dated 2 and 4 September 2002; and

6.       ACE  Insurance  SA-NV on  behalf  of the  Whitewash  Companies  up to a
         maximum  aggregate  amount  of(pound)3,050,000  and dated
         17 September 2002.



                                       88
<PAGE>
<TABLE>
<CAPTION>


                                   SCHEDULE 11

                             Permitted Bank Accounts

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


        Owner         Curr  Acc No.                                    A/C Name                      Bank                Sort Code
------------------------------------------------------------------------------------------------------------------------------------


UK current accounts
<S>                         <C>
Flightbookers        USD    92996001                  Flightbookers USD C/A          Citibank                            TBA
Flightbookers        GBP    929967001                 Flightbookers GBP              Citibank                            TBA


European Countries
France
France               Euro   12116f0004                La Compagnie Des Voyages       Credit Commercial de France         TBA
France               Euro   00712131131               La Compagnie Des Voyages       Banque de Baecque Beau              TBA
France               Euro   NA                        La Compagnie Des Voyages       Banque de Baecque Beau              TBA
France               Euro   NA                        La Compagnie Des Voyages       Banque de Baecque Beau              TBA


Finland
Finland              Euro   578007-2168124            Oy Lloyd Tours Ltd             OKO Bank                            TBA
Finland              Euro   800012-643535             Oy Lloyd Tours Ltd             Sampo Bank                          TBA
Finland              Euro   157230-362442             Oy Lloyd Tours Ltd             Nordea                              TBA
Finland              Euro   Deposit                   Oy Lloyd Tours Ltd             OKO Bank                            TBA
Finland              Euro   578007-50204013           Oy Lloyd Tours Ltd             OKO Bank                            TBA
Finland              Euro   578007-60967773           Oy Lloyd Tours Ltd             OKO Bank                            TBA
Also Snet            Euro   405511-20046317           Oy Lloyd Tours Ltd             Aktia Sparbank                      TBA
</TABLE>

                                       89
<PAGE>
<TABLE>
<CAPTION>

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


        Owner         Curr  Acc No.                                    A/C Name                      Bank                Sort Code
------------------------------------------------------------------------------------------------------------------------------------

Switzerland
<S>                         <C>
Switzerland          CHF    024029171700G             ebookers.comSA                 UBS                                 TBA
Switzerland          CHF    024029171701P             ebookers.comSA                 UBS                                 TBA
Switzerland          GBP    021029171770Y             ebookers.comSA                 UBS                                 TBA
Switzerland          CHF    17-202760/4               ebookers.comSA                 UBS                                 TBA
Switzerland          CHF    240291.717.N1             ebookers.comSA                 UBS                                 TBA


Holland
Holland              Euro   54.54.39.485              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.88.362              Nova                           ABN AMRO                            TBA
Holland              Euro   61.47.43.311              Nova                           ABN AMRO                            TBA
Holland              Euro   47.77.52.543              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.63.793              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.88.370              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.55.634              Nova                           ABN AMRO                            TBA
Holland              Euro   54.82.61.199              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.23.821              Nova                           ABN AMRO                            TBA
Holland              Euro   54.54.85.916              Nova                           ABN AMRO                            TBA
Holland              USD    62.63.37.763              Nova                           ABN AMRO                            TBA
Holland              Euro   61.47.43.400              Nova                           ABN AMRO                            TBA

Norway
Norway               NOK    71310554965               ebookers NO AS                 Den norkes Bank                     TBA
Norway               NOK    70320595396               ebookers NO AS                 Den norkes Bank                     TBA
Norway               NOK    50056627453               ebookers NO AS                 Den norkes Bank                     TBA
</TABLE>

                                       90
<PAGE>
<TABLE>
<CAPTION>

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


        Owner         Curr  Acc No.                                    A/C Name                      Bank                Sort Code
------------------------------------------------------------------------------------------------------------------------------------

Sweden
<S>                         <C>
Sweden               SEK    30011706767               Mr Jet AB                      Nordea                              TBA
Sweden               SEK    52221001656               Mr Jet AB                      Skandinaviska Enskilda Banken       TBA
Sweden               SEK    52221034457               Mr Jet AB                      Skandinaviska Enskilda Banken       TBA
Sweden               SEK    41541038149               STT Airways AB                 Nordea                              TBA
Sweden               SEK    41541038157               Biljetttakuten AB STT Airways  Nordea                              TBA
Sweden               SEK    41541038173               Business AB STT Airways Net    Nordea                              TBA
Sweden               SEK    41541039323               AB                             Nordea                              TBA
Sweden               SEK    32141708818               STT Airways AB                 Nordea                              TBA
Sweden               SEK    41541037770               Ebookers AB Mr Jet Oy          Nordea                              TBA
Sweden               DKK    5295-0010002273           Denmark                        SEB Denmark                         TBA
Sweden               NOK    97500614629               Mr Jet Oy - Norway             SEB Norway                          TBA
Sweden               NOK    97500614238               Mr Jet Oy - Norway             SEB Norway                          TBA
Sweden               NOK    97500803413               Mr Jet Oy - Norway             SEB Norway                          TBA
Sweden               NOK    97500618284               Mr Jet Oy - Norway             SEB Norway                          TBA
Sweden               SEK    8327-9673.489.275-6       Mr Jet Oy - Norway             SEB Norway                          TBA
Sweden               SEK    PG 2 44 24-4              Postal Giro Account            Post Office                         TBA

Germany
Germany              Euro   7509607                   ebookers.comDeutschland Gmbh    Sparkasse                           TBA
Germany TOR          Euro   224436                    Take Off Reisen GmbH            Deutsche Bank                       TBA

Spain
Spain                Euro   601428996                 Viajes Dimensiones SL           Banco Popular                       TBA
Spain                Euro   601445986                 Viajes Dimensiones SL           Banco Popular                       TBA
Spain                USD    623014189                 Viajes Dimensiones SL           Banco Popular                       TBA
</TABLE>

                                       91
<PAGE>
<TABLE>
<CAPTION>

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


        Owner         Curr  Acc No.                                    A/C Name                      Bank                Sort Code
------------------------------------------------------------------------------------------------------------------------------------

India
<S>                         <C> <C>      <C>
India                       522-0-517677-8            Current account                 Standard Chartered                  TBA
India                       272000014768              Current account                 HDFC Bank                           TBA
India                       0-433693-221              Current account                 Citibank                            TBA

Ireland
Ireland-EB           Euro   79268121                  ebookers.ie euro C/A            Bank of Ireland                     TBA
Ireland-EB           Euro   21197818                  ebookers.ie                     Bank of Ireland                     TBA
Ireland-FB           Euro   19140064                  ebookers.ie euro C/A            Ulster NatWest                      TBA
Ireland-FB           Euro   19140221                  ebookers.ie euro C/A            Ulster NatWest                      TBA
Ireland-FB           Euro   95579608                  ebookers.ie (Salaries)          Bank of Ireland                     TBA
Ireland-FB           Euro   5076554101                Ulster 5076554101 Bank acct 3 GBP Ulster NatWest                    TBA
</TABLE>


                                       92
<PAGE>




The Principal Borrower

SIGNED by                                                /S/NIGEL ADDISON SMITH
for and on behalf of
EBOOKERS PLC




FAO:       The Chief Finance Officer
           and the Company Secretary
           Ebookers PLC
           25 Farringdon Street
           London
           EC4A 4A)B

Facsimile No:     020 7489 2207





The Bank                                                   )/S/JOHN BOX
                                                           )
                                                           )
SIGNED by                                                  )
for and on behalf of
BARCLAYS BANK PLC in the presence of:



FAO:              John Box
                  Barclays Bank PLC
                  54 Lombard Street
                  London EC3P 3AH

Tel:              020 7699 2241

Fax:              020 7699 2770