Exhibit 4.20


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                             Dated 17 January 2003







                                  TRAVELBAG PLC

                                       and

                                   PETER LlNEY



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

                                SERVICE AGREEMENT
         ---------------------------------------------------------------







Linklaters
One Silk Street
London EC2Y 8HQ

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

Ref NIR

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                                SERVICE AGREEMENT


DATE:    17 January 2003

PARTIES:


(1)      Travelbag plc [                ]  ("the Company") and


(2) Peter Liney of 50a Alma Road, Windsor, Berkshire, SL4 3HA ("the Executive")


1.   Definitions and Interpretation

1.1  In this agreement the following words and expressions shall have the
     following meanings respectively:


     "Associated Company"             any company 50% or less but more than 20%
                                      of whose equity share capital (as defined
                                      in Section 744 of the Companies Act 1985)
                                      is owned by the Company (and or any of its
                                      subsidiaries or its holding company) and
                                      shall include any subsidiary of such
                                      Associated Company;


     "the Board"                      the board of Directors of the Company from
                                      time to time or anyone or committee
                                      nominated by the board of directors as its
                                      representatives for the purposes of this
                                      agreement;


     "Completion"                     means completion as defined in the share
                                      purchase agreement between the Vendors (as
                                      defined in the share purchase agreement),
                                      Peter Anthony Wade, 3i Group Pic and
                                      Ebookers Pic dated 16th January;



     "Confidential Information"       any trade secret or other information of a
                                      confidential nature in whatever form
                                      contained relating to any business of the
                                      Company or any Group Company and including
                                      but without limitation (i) lists and
                                      details of customers and potential
                                      customers of or suppliers and potential
                                      suppliers to any of the said  business;
                                      (ii) processes or methods used or to be
                                      used in any of those  businesses; (Hi)
                                      goods or services sold or supplied or
                                      proposed to be sold or supplied by any of
                                      those businesses including pricing
                                      policies and standard terms of business;
                                      (iv) any business method used in any of
                                      those businesses; (v) business development
                                      plans and future products ideas of any of
                                      those businesses; and (vi) management of
                                      accounts of the Company or any company in
                                      the Group;

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     "Group"                          the Company, its ultimate holding company
                                      from time to time and the Company's
                                      associates (as defined in section 435 of
                                      the Insolvency Act 1986) from time to
                                      time;


     "Group Company"                  means a member of the Group and "Group
                                      Companies" will be interpreted
                                      accordingly;


     "Remuneration Committee"         means the Remuneration Committee of
                                      Ebookers Pic from time to time.


     1.2  The headings and marginal headings to the clauses are for convenience
          only and have no legal effect.

     1.3  Any reference in this agreement to any Act or delegated legislation
          includes any statutory modification or re-enactment of it or the
          provision referred to.


2.   Appointment and Duration

2.1  The terms of this agreement will come into force immediately after
     Completion.

2.2  The Company appoints the Executive and the Executive agrees to act as Group
     Managing Director of the division within the Company known as "Travel bag
     Holdings" or in such other office as the Company may from time to time
     direct. The Executive agrees and accepts that the Company may during the
     continuance of his employment hereunder (including during his notice
     period) at its reasonable discretion vary his powers and/or require him to
     perform other duties or tasks not within the scope of his normal duties and
     the Executive agrees to accept such variations and to perform those duties
     and undertake those tasks and the Executive agrees that he shall have no
     claims against the Company in respect of such variations or changes.
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2.3  The Executive shall carry out his duties and exercise his powers jointly
     with any other executive or appointee appointed by the Board to act jointly
     with him (and the Board may at any time require the Executive to cease
     performing or exercising the said or any duties or powers).

2.4  There are no normal working hours for the Executive's employment and the
     Executive shall work at such times and for such periods as may be necessary
     to properly fulfil his duties for which no additional payment will be made.
     The Executive agrees that the performance of his duties pursuant to this
     agreement may require him to work more than 48 hours per week. The
     Executive may withdraw his consent to work more than 48 hours a week by
     giving not less than 3 months' notice to the Board.

2.5  The appointment will be deemed to have commenced on 1 February 1999 and
     shall continue, subject as hereinafter provided until terminated by the
     Company giving the Executive or the Executive giving the Company 6 calendar
     months' notice in writing such notice not to be given before 15 July 2003.

2.6  The Company may at its entire discretion make a payment of his salary in
     lieu of any notice or part of any unexpired notice otherwise to be given by
     the Company under sub-clause 2.4 above subject to deduction of such PAVE
     tax and Class 1 National Insurance contributions as HM Inland Revenue may
     require.

2.7  For the purpose of determining the Executive's continuous period of
     employment pursuant to in clause 2.4 above. No employment of the Executive
     by any previous employer counts as part of the Executive's continuous
     employment.

2.8  The Executive's employment shall in any event terminate on the last day of
     the month in which the Executive reaches the age of 65.

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2.9  The Executive warrants that by virtue of entering into this agreement or
     other agreements or arrangements made or to be made between the Company or
     any Associated Company and him he will not be in breach of any express or
     implied term of any contract or of any other obligation binding upon him.

3.   Duties of Executive

3.1  The Executive shall:

          3.1.1   devote the whole of his working time, attention and ability to
                  the duties of his appointment;

          3.1.2   faithfully and diligently perform those duties and exercise
                  such powers consistent with them which are from time to time
                  assigned to or vested in him;

          3.1.3   obey all lawful and reasonable directions of the Board;

          3.1.4   use his best endeavours to promote the interests and protect
                  the reputation of the Company and the Group and not knowingly
                  do or willingly permit to be done anything to the prejudice,
                  loss or injury of the Company or any Group Company;

          3.1.5   shall carry out his duties in a competent manner; and

          3.1.6   carry out duties on behalf of any Group Company;

          3.1.7   act as an officer of the Company and of any Group Company or
                  hold any other appointment or office as nominee or
                  representative of the Company or any Group Company and carry
                  out such duties and the duties attendant on any such
                  appointment as if they were duties to be performed by him on
                  behalf of the Company.

3.2  Garden Leave

     Notwithstanding the provisions of clause 3.1 the Company shall be under no
     obligation to vest in or assign to the Executive any powers or duties or to
     provide any work for the Executive and the Company may at any time at the
     Company's discretion and for any period of time not exceeding the notice
     period or any unexpired period of the term referred to at clause 2.4
     require that the Executive cease the performance of his duties and may also
     require him:

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3.2.1 to stay away from and not attend any premises of the Company or any Group
      Company; and/or

3.2.2 not to contact or have any communication with any employees, officers,
      customers or suppliers of the Company or any Group Company; and/or

3.2.3 to resign from the Board and the boards of any Group Company of which he
      is a director;

      in which case the other provisions of this agreement shall continue to
      have full force and effect and the Executive's salary and other
      contractual benefits shall not cease to be payable by reason only of that
      cessation or exclusion of the Executive (unless and until his employment
      under this agreement shall be determined under any provision of this
      agreement). The Executive will not, without the prior written consent of
      the Board, be employed or otherwise engaged in the conduct of any
      activity, whether or not of a business nature during any period imposed by
      the Company pursuant to clause 3.2. At the end of any such period the
      Company may at its sole and absolute discretion pay the Executive salary
      alone in lieu of the balance of any period of notice given by the Company
      or the Executive (less any deductions the Company is required by law to
      make).

3.3   The Executive shall at all times keep the Board (and, where appropriate
      the board of directors of any other Group Company) promptly and fully
      informed (in writing if so requested) of his conduct of the business,
      finances or affairs of the Company or any other Group Company in a prompt
      and timely manner and will provide such explanations as the Board may
      require.

3.4   The Executive will promptly disclose to the Board full details of any
      wrongdoing by any employee of any Group Company where that wrongdoing is
      material to that employment by the relevant company or to the interests or
      reputation of any Group Company.

3.5   The Company may with the Executive's consent (which he will not
      unreasonably withhold or delay) second him to be employed by any Group
      Company without prejudice to his rights under this agreement and the
      provisions of this agreement shall apply mutatis mutandis.

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3.6  The Executive's principal place of work shall be 5 Omega Park, Alton,
     Hampshire GU34 2UP or such other location that is within a 50 mile radius
     of the principal place of work as may be required by the Company from time
     to time and he shall undertake any travel as may be necessary for the
     proper performance of his duties.

3.7  The Executive shall not knowingly at any time make any untrue or misleading
     statement in relation to the Company or any Group Company.

3.8  The Executive shall at all times comply with the Company's Disciplinary
     Rules copies of which are available from the Company Secretary. If the
     Executive has any grievance relating to his employment (other than one
     relating to a disciplinary decision) he should refer such grievance to the
     Chairman of the Company for resolution.

4.   Remuneration

4.1  The Executive shall receive during the continuance of his appointment a
     salary of (pound)214,000 per annum, such salary to accrue on a day-to-day
     basis and to include any remuneration from any Group Company and to be
     payable by credit transfer by equal monthly instalments in arrears on or
     before the last working day of each calendar month. The Remuneration
     Committee will undertake an annual review of the Executive's salary and the
     Executive shall be entitled to such increases in salary, if any, as may be
     determined at such reviews at the sole discretion of the Remuneration
     Committee.

4.2  For the purposes of the Employment Rights Act 1996 and otherwise the
     Executive hereby consents to the deduction from his salary of any sum owing
     by the Executive to the Company at any time from his salary or any payment
     or payments due from the Company to the Executive hereunder or otherwise
     and the Executive hereby also agrees to make any payment to the Company of
     any sums owed by the Executive to the Company upon demand by the Company at
     any time.

4.3  Depending on the Executive's and the Company's quarterly performance a
     quarterly related bonus payment may be made to the Executive. The
     Remuneration Committee determines the bonus arrangements of the Executive.
     Bonus payments are at the absolute discretion of the Company, save that the
     Company shall act reasonably in its assessment of the Executive's
     entitlement hereunder, in respect of the period for which the bonus is
     payable, which shall be the previous quarter or such other period as may be
     agreed from time to time (the 'Bonus Payment Period'). The amount of any
     bonus payment awarded will depend on the achievement of quarterly
     performance targets which the Company will notify to you and will not
     exceed 40% of the Executive's salary for the Bonus Payment Period. The
     Executive shall not be entitled to payment of any such bonus if his
     employment with the Company has terminated howsoever caused or if the
     Executive has served notice of termination on or before the bonus payment
     date.

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4.4  The Executive may also be entitled to participate in the Ebooker's
     Executive Share Option Scheme, subject always to the rules of the scheme
     applicable from time to time (and any replacement schemes provided by the
     Company), and to the specific terms on which any options may be granted
     under the rules of the scheme The Remuneration Committee shall in its sole
     discretion determine the value of any share options granted to the
     Executive from time to time.


4.5  The Executive will be entitled to participate in a stakeholder pension
     scheme details of which will be provided on request.

5.   Expenses

     The Company shall reimburse to the Executive on a monthly basis all
     travelling, hotel, entertainment and other expenses reasonably incurred by
     him in the proper performance of his duties subject to the Executive
     complying with such guidelines or regulations issued by the Company in this
     respect and to the production to the Company of such receipts, vouchers or
     other evidence of actual payment of the expenses as the Company may
     reasonably require.

6.   Holiday

     In addition to all statutory holidays the Executive is entitled to 25 days'
     paid holiday in every calendar year to be taken at such time or times as
     are approved in advance by the Board. The Executive may not take more than
     10 working days holiday consecutively without the prior permission of the
     Board. Holidays may not be carried forward from one holiday year to the
     next without the Board's prior approval. The Executive will not receive any
     payment for any accrued but unused holiday entitlement. The Company's
     holiday year runs from 1 January to 31 December. The Executive agrees that
     the provisions of the Regulations is (1) to (4) inclusive of the Working
     Time Regulations 1998 (dates on which leave is taken) do not apply to the
     employment.

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     For the year during which his appointment commences or terminates, the
     Executive is entitled to 2 working days' holiday for each calendar month
     completed in the employment of the Company for that year. On the
     termination of his appointment the Executive shall be entitled to pay in
     lieu of outstanding holiday entitlement and shall be required to repay to
     the Company any salary received for holiday taken in excess of his actual
     entitlement. The basis for payment and/or repayment under this clause shall
     be 1/253 of his annual basic salary for each day. The Company may also at
     its absolute discretion require the Executive to take any outstanding
     holiday entitlement during any period of notice.

7.   Intellectual Property

7.1  If at any time during the continuance of this agreement the Executive
     (whether alone or with any other person) in the course of his duties under
     this agreement makes or discovers, or participates in the making or
     discovery of any invention, development, discovery, improvement or process,
     The Executive shall treat all information relating thereto as confidential
     to the Company and/or the Group and shall promptly disclose to the chairman
     of the Company full details, including drawings and models (if any) of such
     invention, development, discovery, improvement or process. The property,
     including all intellectual property rights in such invention, development,
     discovery, improvement or process shall vest in the Company absolutely and
     the provisions of Clause 8.5 shall apply.

7.2  If at any time during the continuance of this agreement the Executive
     (whether alone or with any other person) in the course of his duties under
     this agreement, creates any design or copyright work, whether or not
     capable of registration, the Executive shall treat such design or copyright
     work and all information relating thereto as confidential to the Company
     and or the Group and shall promptly disclose to the chairman of the Company
     full details, including drawings or models (if any) of such design or
     copyright work. The property including all intellectual property rights in
     such design or copyright work shall vest in the Company absolutely and the
     provisions of Clauses 8.3 and 8.5 shall apply.

7.3  In consideration of the Company entering into this agreement, the Executive
     hereby assigns to the Company (including, to the extent necessary, by way
     of future assignment) all copyright and other intellectual property rights
     for their full terms throughout the world in designs and copyright works,
     whether or not capable of registration, which have been or will be created
     by the Executive wholly outside his normally working hours and wholly
     unconnected with his appointment) during the period of this agreement.

7.4  The Executive hereby irrevocably and unconditionally waives in favour of
     the Company any and all moral rights conferred on him by virtue of the
     Copyright Designs and Patents Act 1988 for any design or copyright work in
     which copyright is vested in the Company.

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7.5  Notwithstanding any prior termination of this agreement, at the request and
     expense of the Company the Executive shall:

     7.5.1 do all things necessary or desirable to enable the Company or its
           nominee to confirm absolute title to and ownership of and to obtain
           the benefit of the invention, development, discovery, improvement,
           process, design or copyright work (as the case may be) and to secure
           patent or other appropriate forms of protection for it throughout the
           world;

     7.5.2 provide to the Company all such assistance as the Company may require
           in relation to the resolution of any questions concerning patent,
           copyright or other intellectual property proprietary rights assigned
           by virtue of this Clause 8;


     and decisions as to the procuring of a patent or other appropriate
     protection and exploitation shall be in the sole discretion of the Company.

7.6  The Executive irrevocably appoints the Company to be his attorney in his
     name on his behalf to execute, sign and do all such deeds, instruments or
     things and generally to use the Executive's name for the purpose of giving
     to the Company or its nominee the full benefit of the provisions of Clause
     8.2 and a certificate in writing signed by any Executive or the Secretary
     of the Company that any instruments or act fails within the authority
     hereby conferred shall be conclusive evidence that such is the case so far
     as any third party is concerned.

8.   Interests of Executive

8.1  The Executive shall not (except as a representative or nominee of the
     Company or any Group Company or otherwise with the prior unanimous consent
     in writing of all the members of the Board (which consent can be withdrawn
     at anytime) be directly or indirectly engaged concerned or interested in
     any other business of whatsoever nature provided that the Executive may
     hold (directly or through nominees) up to one per cent of the issued
     investments of any class of anyone company whose shares are listed or
     quoted on a recognised investment exchange (within the meaning of the
     Financial Services Act 1986) or in respect of which dealing takes place in
     the Unlisted Securities Market and/or the Alternative Investment Market.

<PAGE>

8.2  The Executive shall not (either within or outside his normal hours of work)
     engage in or become involved with any public or private work or
     organisation including (without limitation) any charity local government
     council political party or club without the prior written consent of the
     Board (which can be withdrawn at any time).

8.3  The Executive will (and will use reasonable endeavours to procure that his
     spouse and dependent children) comply with all rules of law, including Part
     V of the Criminal Justice Act 1993 and the Model Code as set out in the
     Appendix to Chapter 16 of the Listing Rules as amended from time to time
     and any rules or policies applicable to the Company from time to time in
     relation to the holding or trading of securities.

8.4  The Executive confirms that he has disclosed fully to the Company all
     circumstances in respect of which there is, or there would be, a conflict
     of interest between the Company and the Executive or his partner or other
     immediate relative and he agrees to disclose fully to the Company any such
     circumstances which arise during his employment with the Company as soon as
     he shall become aware of the same.

8.5  The Executive shall not without the prior approval of the Board enter into
     any contract or arrangement on behalf of the Company or any Group Company
     where the consideration for the provision of any goods or services is
     anything other than monetary consideration.

9.   Share Dealings

     The Executive shall comply where relevant with every rule of law, every
     regulation of the International Stock Exchange of the United Kingdom and
     the Republic of Ireland or other market on which he deals and every
     regulation of the Company in force in relation to dealings in shares,
     debentures or other securities of the Company or any Group Company and
     unpublished price sensitive information affecting the shares, debentures or
     other securities of any other company.

10.  Confidentiality

10.1 The Executive acknowledges that in the ordinary course of his employment he
     will be exposed to information about the Company's business and the
     business of other Group Companies and information about the Company's and
     any Group Companies' suppliers and customers which amounts to a trade
     secret, is confidential or is commercially sensitive and which may not be
     readily available to others engaged in a similar business to that of the
     Company or any of the Group Companies or to the general public and which is
     if disclosed will be liable to cause significant harm to the Company or
     such Group Companies. The Executive has therefore agreed to accept the
     restrictions in this Clause 10.

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10.2 Without prejudice to Clause 10.3 or 10.4 and subject to Clause 10.3 the
     Executive will not during the period of his employment with the Company or
     any Group Company:

     10.2.1 sell or seek to sell to anyone information acquired by him in the
            course of his employment with the Company or any Group Company;

     10.2.2 obtain or seek to obtain any financial advantage (direct or
            indirect) from disclosure of such information;

     10.2.3 make any notes or memoranda relating to any matter within the scope
            of the Company's or any Group Company's business dealings or affairs
            otherwise than for the benefit of the Company or Group Company.

10.3 The Executive will not either during his employment or after its
     termination without limit in time for his own purposes or for any purposes
     other than those of the Company or any Group Company (for any reason and in
     any manner) use or divulge or communicate to any person, firm, company or
     organisation except to those officials of the Company or of any Group
     Company whose province it is to know the same any secret or confidential
     information or information constituting a trade secret acquired or
     discovered by him in the course of his employment with the Company relating
     to the private affairs or business of the Company or any Group Company or
     their suppliers, customers, management or shareholders.

10.4 The restrictions contained in this Clause do not apply to:

     10.4.1 any disclosure authorised by the Board or required by the order of a
            court or otherwise required by law;

     10.4.2 any information which the Executive can demonstrate was known to him
            prior to the commencement of his employment by the Company or which
            is in public domain otherwise than as a result of a breach by him of
            this Clause;

10.5 The provisions of this Clause 10 are without prejudice to the duties and
     obligations of the Executive to be implied into this agreement at common
     law.

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11.  Medical Examination

     The Executive shall if required at the expense of the Company submit to a
     medical examination by a registered medical practitioner nominated by the
     Company and shall authorise such medical practitioner to disclose to and
     discuss with the Company's medical adviser the results of the examination
     and the matters which arise from it so that the Company's medical adviser
     can notify the Company of any matters he considers might impair the
     Executive from properly discharging his duties.

12.  Incapacity

12.1 If the Executive shall be prevented by illness accident or other incapacity
     from properly performing his duties hereunder he shall report this fact
     forthwith to the Board and if the Executive is so prevented for seven or
     more consecutive days he shall provide a medical practitioner's statement
     on the eighth day and weekly thereafter. Immediately following his return
     to work after a period of absence the Executive shall complete a
     self-certification form available from the Company Secretary.

12.2 Subject to clause 12.3 if the Executive shall be absent from his duties
     hereunder due to illness accident or other incapacity duly certified in
     accordance with the provisions of subclause 12.1 hereof he shall be paid
     his full salary and all benefits hereunder for up to 60 days' absence in
     any period of 6 months and thereafter such remuneration if any as the Board
     shall unanimously in its discretion from time to time allow provided that
     there shall be deducted from or set off against such remuneration any
     statutory sick pay to which the Executive is entitled under the provisions
     of the Statutory Sick Pay Act 1994 or any sums payable under the Social
     Security (Incapacity for Work) Act 1994 or other benefits recoverable by
     the Executive whether pursuant to an insurance policy maintained by the
     Company or otherwise and whether or not recovered.

12.3 All sums paid pursuant to this clause 12 shall be deemed to include
     statutory sick pay and the Executive shall keep the Company informed of the
     amount of any benefits to which he is entitled (whether or not received)
     and a deduction equal to such amounts shall be made from any sums payable
     under clause 12.1.

12.4 If the absence shall be or appear to be occasioned by any act, omission,
     default or neglect of a third party in respect of which damages are or may
     be recoverable the Executive shall immediately notify the Board of that
     fact and of any claim compromise settlement or judgement made or awarded in
     connection with it and shall give to the Board all particulars the Board
     may reasonably require and shall if required by the Board refund to the
     Company that part of any damages recovered relating to loss of earnings for
     the period of the incapacity as the Board may reasonably determine provided
     that the amount to be refunded shall not exceed the amount of damages or
     compensation recovered by him less any costs borne by the Executive in
     connection with the recovery of such damages or compensation and shall not
     exceed the total remuneration paid to him by way of salary in respect of
     the period of absence.

<PAGE>

12.5 The Executive shall, if the Company so requires, submit to an examination
     by a medical practitioner nominated by the Company and in the event of a
     conflict of medical opinions the Company may refer the matter to an
     independent specialist acting as an expert whose opinion shall be final and
     binding.

12.6 For statutory sick pay purposes the Executive's qualifying days shall be
     his normal working days.

13   Termination

13.1 The appointment of the Executive hereunder shall be subject to termination
     by the Company by summary notice without any compensation or damages if the
     Executive shall have:

     13.1.1.1 committed any material breach or repeated or continued any
              material breach of his obligations hereunder; or

     13.1.2   been guilty of gross or persistent misconduct; or

     13.1.3   in the opinion of the Board been guilty of conduct tending to
              bring himself, the Company or any Group Company into disrepute; or

     13.1.4   prejudiced the interests of the Company or any Group Company; or

     13.1.5   been convicted of any indictable offence (other than a motoring
              offence which does not result in a custodial sentence); or

     13.1.6   become bankrupt or had an interim order made against him under the
              Insolvency Act 1986 or compounded with his creditors generally; or

     13.1.7   failed, after warning, in any respect to comply with his
              obligations under this agreement; or

     13.1.8   become a patient as defined in the Mental Health Act 1983 or shall
              become of unsound mind; or

     13.1.9   become prohibited by law from being a director; or

     13.1.10  resigned as a director of the Company or any Group Company
              otherwise than at the request of the Company or any Group Company;
              or

<PAGE>

     13.1.11 been convicted of an offence under the Companies Securities
             (Insider Dealing) Act 1983 or under any present or future statutory
             enactment or regulations relating to insider dealings; or

     13.1.12 been disqualified from holding office in the Company or in another
             company in which the Executive is concerned or interested; or

     13.1.13 committed any act of dishonesty whether relating to the Company or
             Group Company, any of its or their employees or otherwise; or

     13.1.14 unreasonably refused to agree to the transfer of this agreement by
             way of novation to a person, firm or company which has acquired or
             agreed to acquire the whole or substantially the whole of the
             undertaking (as defined in the Transfer of Undertakings (Protection
             of Employment) Regulations 1981) to which he is transferred.

13.2 If the Company becomes entitled to terminate the appointment of the
     Executive hereunder pursuant to clause 13.1 it shall be entitled (but
     without prejudice to its right subsequently to terminate such appointment
     on the same or any other ground) to suspend the Executive either on full
     pay.

13.3 In order to investigate a complaint against the Executive of misconduct the
     Company is entitled to suspend the Executive on full pay for so long as may
     be necessary to carry out a proper investigation and hold a disciplinary
     hearing.

13.4 The Company may also terminate this agreement (notwithstanding clause 2.2)
     whether or not the Executive's entitlement to sick pay has been exhausted
     with immediate effect by written notice if the Executive does not perform
     the duties of the employment for 120 days (whether consecutive or not) in
     any period of 365 days because of sickness, injury or other incapacity.
     This notice can be given whilst the Executive continues not to perform his
     duties or on expiry of the 120 day period. In this clause days includes
     Saturdays, Sundays and public holidays.

13.5 The exercise by the Company of its right of termination under this clause
     13 shall be without prejudice to any other rights or remedies which the
     Company or any Group Company may have or be entitled to exercise against
     the Executive.

13.6 On the termination of this agreement for whatever reason, the Executive
     shall, at the request of the Company:

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     13.6.1 resign without claim for compensation for loss of office from all
            and any offices which he may hold as a Director of the Company and
            of any Group Company and from all other appointments or offices
            which he holds as nominee or representative of the Company or any
            Group Company; and

     13.6.2 deliver up to the Company all credit, charge and expense cards and
            all books, papers, drawings, designs, documents, records and
            computer software kept or made by or in the possession or control
            of the Executive relating to the businesses of the Company and any
            Group Company and all other property of the Company and any Group
            Company;

     and if he should fail to do so within seven days the Company is hereby
     irrevocably authorised to appoint some person in his name and on his behalf
     to sign any documents or do any things necessary or requisite to effect
     such resignation or delivery.

13.7 It is acknowledged that the Executive may throughout the currency of this
     agreement be granted rights under the rules from time to time of any profit
     sharing, share incentive, share option, bonus or phantom option schemes
     operated by the Company or any Group Company with respect to shares in the
     Company or any Group Company. If, upon termination, the Executive loses any
     of the rights or benefits under such scheme (including rights or benefits
     which the Executive would not have lost had this agreement not been
     terminated), the Executive shall not be entitled, by way of loss of office
     or otherwise howsoever, to any compensation for the loss of any rights
     under any such schemes.

14.  Post Termination Obligations of the Executive

     The provisions of Schedule 1 shall have effect.

15.  Data Protection Act 1998

     15.1 For the purposes of the Data Protection Act 1998 (the "Act") the
          Executive gives his consent to the holding, processing and disclosure
          of personal data (including sensitive data within the meaning of the
          Act) provided by the Executive to the Company for all purposes
          relating to the performance of this agreement including, but not
          limited to:

     15.1.1 administering and maintaining personnel records;

     15.1.2 paying and reviewing salary and other remuneration and benefits;

     15.1.3 providing and administering benefits (including if relevant,
            pension, life assurance, permanent health insurance and medical
            insurance);

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     15.1.4 undertaking performance appraisals and reviews; 15.1.5 maintaining
            sickness and other absence records;

     15.1.6 taking decisions as to the Executive's fitness for work;

     15.1.7 providing references and information to future employers, and if
            necessary, governmental and quasi-governmental bodies for social
            security and other purposes, the Inland Revenue and the
            Contributions Agency;

     15.1.8 providing information to future purchasers of the Company or of the
            business in which the Executive works; and

     15.1.9 transferring information concerning the Executive to a country or
            territory outside the EEA.

15.2 The Executive acknowledges that during his Employment he will have access
     to and process, or authorise the processing of, personal data and sensitive
     personal data relating to employees, customers and other individuals held
     and controlled by the Company. The Executive agrees to comply with the
     terms of the Act in relation to such data and to abide by any Company data
     protection policy issued from time to time.

16.  General

16.1 No announcement or communication concerning the terms and conditions of
     this agreement shall be made or authorised by either of the parties to this
     agreement without the prior written consent of the other party except to
     the extent that any statement or disclosure may be required by law.

16.2 Each party shall do all such things and perform such acts and execute such
     documents as may be reasonably required to give effect to this agreement.

16.3 Neither of the parties hereto may assign transfer subcontract or otherwise
     dispose of its rights or obligations under this agreement in whole or in
     part without the prior written consent of the other party hereto such
     consent not to be unreasonably withheld or delayed and no attempted
     assignment transfer subcontract or other disposal shall relieve the
     purported assignor transferor subcontractor or disposer of any of its
     obligations hereunder without the prior written consent of the other party
     hereto such consent not to be unreasonably withheld or delayed.

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16.4 No provision of this agreement is intended for the benefit of any third
     parties and the parties hereby agree that the Contracts (Rights of Third
     Parties) Act 1999 shall not have any application in relation to this
     agreement or any other benefit conferred upon the Executive, his family or
     any other third party during his employment.

16.5 This agreement constitutes the entire agreement between the parties in
     relation to the transactions referred to herein.

16.6 If any provision or provisions of this agreement at any time becomes
     illegal invalid or unenforceable in any respect, the legality validity and
     enforceability of the remaining provisions of this agreement shall not in
     any way be affected or impaired thereby.

16.7 No variation of any of the terms of this agreement shall be effective
     unless it is in writing and signed by or on behalf of each of the parties
     hereto.

16.8 Nothing in this Agreement shall constitute or be deemed to constitute a
     partnership between any of the parties hereto and nothing in this Agreement
     shall be deemed to constitute either of the parties the agent of the other
     and neither of them shall have any authority to bind the other in any way.

16.9 There are no collective agreements with trade unions which directly affect
     the terms and conditions of the Executive's employment.

16.10 There [is a/is no] contracting-out certificate in force in relation to the
      Executive's Employment.

16.11 In no event shall any delay failure or omission on the part of either of
      the parties in enforcing exercising or pursuing any right power privilege
      claim or remedy which is conferred by this agreement or arises under this
      agreement or arises from any breach by the other parties to this agreement
      or any of its obligations hereunder be deemed to be or construed as (i) a
      waiver thereof or of any other such right power privilege claim or remedy,
      or (ii) operate so as to bar the enforcement or exercise thereof or of any
      other such right power privilege claim or remedy in any other instance at
      any time or times thereafter. The rights and remedies of the parties
      provided in this agreement are cumulative and not exclusive of any rights
      and remedies provided by law.

16.12 This agreement is governed by English Law and the parties submit to the
      non-exclusive jurisdiction of the English Court.

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17.  Notices

     All notices and other communications hereunder shall be in writing and
     shall be sent to the address of the recipient set out in this Agreement or
     such other address as the recipient may designate by notice given in
     accordance with the provisions of this clause. Any such notice may be
     delivered personally during the recipient's normal business hours or by
     first class pre paid letter (except in the event of a generally prevailing
     labour dispute or other situation which will delay or impede the service of
     such a notice by post) or facsimile transmission (during the recipient's
     normal business hours) and shall be deemed to have been served as if by
     personal delivery when delivered at the said address in the hands of a
     person who reasonably appears to be authorised to receive post or messages
     on behalf of the party to be served if by first class post forty eight (48)
     hours after posting and if by facsimile transmission (confirmed by letter
     sent by post) when dispatched.


     As witness of which this agreement is signed for and on behalf of the
     Company and by the Executive on the before written even date.



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                                   Schedule 1

                             Protection of Goodwill


In this Schedule the following words shall have the following meanings:

the "Business" means all and any trades or other commercial activities of the
Company or any Group Company with which the Executive has been involved or
concerned to any material extent at any time during the period of 12 months
ending on the Termination Date which the Company or Group Company shall carryon
with a view to profit or, all and any trades or other commercial activities with
which the Company or Group Company shall as at the Termination Date have
determined to carry on with a view to profit in the immediate or foreseeable
future and in relation to which the Executive shall at the Termination Date
possess any Confidential Information as defined in Clause 1.1 of this agreement;

"directly or indirectly" means the Executive acting either alone or jointly with
or on behalf of any other person, firm or company, whether as principal,
partner, manager, employee, contractor, director, executive, investor or
otherwise;

"Key Personnel" means any person who is at the Termination Date or was, at any
time during the period of 12 months ending on the Termination Date, employed in
the Business in an executive, senior sales or senior managerial position and
who, by reason of such a position, possesses any Confidential Information as
defined in clause 1.1 of this agreement or is likely to be able to solicit the
custom of any Relevant Customer or Prospective Customer or induce any Relevant
Customer to cease dealing with the Company or any Group Company, were he to
accept the employment or engagement in a business which is similar to or in
competition with the Business.

"Prospective Customer" means any person, firm or company who has been engaged in
negotiations, in which the Executive has been personally involved, with the
Company or any Group Company with a view to purchasing Relevant Goods and
Services from the Company or any Group Company in the period of three months
prior to the Termination Date;

"Relevant Customer" means any person, firm or company who at any time during the
12 months prior to the Termination Date as a customer of the Company or any
Group Company, being a person, firm or company with whom or which the Executive
regularly dealt or for whom or which the Executive was responsible on behalf of
the Company or any Group Company at any time during the said period;

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"Relevant Goods and Services" means all and any products or services of a kind
which shall be dealt in, produced, marketed, sold or provided by any Company or
Group Company in the ordinary course of the Business at any time during the 12
months immediately preceding the Termination Date;

"Relevant Supplier" means any person, firm or company who at any time during the
12 months immediately preceding the Termination Date was a supplier of any goods
or services to the Company or any Group Company in the ordinary course of the
Business;

"Restricted Area" means the area constituting the market of the Company or any
Group Company for Relevant Goods and Services in the period of 12 months prior
to the Termination Date and with which area the Executive was materially
concerned at any time during the said period of 12 months;

"Termination Date" means the date on which this agreement shall terminate for
whatever reason.

1.   The Executive shall not without the prior written consent of the Board
     within a period of 9 months less the duration of any period of garden leave
     from the Termination Date directly or indirectly entice away, or endeavour
     to entice away, from the Company or any Group Company any Key Personnel.

2.   The Executive shall not without the prior written consent of the Board
     whether directly or indirectly at any time within the period of 9 months
     less the duration of any period of garden leave from the Termination Date:

     2.1  solicit the custom of any Relevant Customer in respect of any Relevant
          Goods or Services; or

     2.2  interfere or seek to interfere or take steps that may interfere, with
          the continuance of supplies to the Company and/or any Group Company
          (or the terms relating to those supplies) from any Relevant Supplier.

<PAGE>

3.   The Executive shall not without the prior written consent of the Board
     whether directly or indirectly within the Restricted Area at any time
     within the period of 9 months less the duration of any period of garden
     leave following the Termination Date engage or be concerned or interested
     in any business carried on in competition with the Business, provided that
     the Executive may hold (directly or through nominees) by way of bona fide
     personal investment any units of any authorised unit trust and up to one
     per cent of the issued shares, debentures or securities of any class of any
     company whose shares are listed on a recognised investment exchange within
     the meaning of the Financial Services Act 1986 or dealt in the Unlisted
     Securities Market and/or the Alternative Investment Market.

4.   The Executive acknowledges (having taken appropriate legal advice) that the
     provisions of this Schedule are fair and reasonable and necessary to
     protect the goodwill and interests of the Company and the Group Companies
     and shall constitute separate and severable undertakings given for the
     benefit of the Company and each Group Company and may be enforced by the
     Company on behalf of any of them.

5.   If any of the restrictions or obligations contained in this schedule is
     held not to be valid as going beyond what is reasonable for the protection
     of the goodwill and interests of the Company and the Group Companies but
     would be valid if part of the wording were deleted then such restriction or
     obligation shall apply with such deletions as may be necessary to make it
     enforceable.

6.   The Executive acknowledges and agrees that upon the termination of this
     agreement he shall be obliged to draw the provisions of this schedule to
     the attention of any third party who may at any time either before or after
     the date of termination of this agreement agree to employ him or agree to
     retain him as an Executive.

Signatories

Signed by PETER LINEY           /s/__Peter Liney_______


Signed for and on behalf of
TRAVELBAG PLC

Peter Bradshaw                  /s/__Peter Bradshaw____

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