INDEMNITY AGREEMENT

                  This Indemnity  Agreement,  dated as of ____, 2001, is made by
and between  Travelzoo Inc., a Delaware  corporation (the  "Company"),  and (the
"Indemnitee"), an "agent" (as hereinafter defined) of the Company.

                                    RECITALS
                                    --------

                  A. The  Company  recognizes  that  competent  and  experienced
persons  are  increasingly  reluctant  to  serve as  directors  or  officers  of
corporations  unless they are protected by comprehensive  liability insurance or
indemnification,  or both,  due to increased  exposure to  litigation  costs and
risks  resulting  from their service to such  corporations,  and due to the fact
that  the  exposure   frequently   bears  no  reasonable   relationship  to  the
compensation of such directors and officers;

                  B. The statutes and judicial decisions regarding the duties of
directors and officers are often  difficult to apply,  ambiguous or conflicting,
and  therefore  fail to provide  such  directors  and  officers  with  adequate,
reliable  knowledge  of legal  risks to which they are  exposed  or  information
regarding the proper course of action to take;

                  C. The Company and the Indemnitee  recognize  that  plaintiffs
often seek damages in such large amounts and the costs of  litigation  may be so
enormous  (whether  or not the case is  meritorious),  that the  defense  and/or
settlement  of such  litigation  is  often  beyond  the  personal  resources  of
directors and officers;

                  D. The Company  believes  that it is unfair for its  directors
and executive  officers to assume the risk of huge  judgments and other expenses
which may occur in cases in which the director or executive  officer received no
personal  profit and in cases where the  director or  executive  officer was not
culpable;

                  E. The Company, after reasonable investigation, has determined
that the  liability  insurance  coverage  presently  available to the Company is
inadequate  to cover all possible  exposure for which the  Indemnitee  should be
protected.  The  Company  believes  that the  interests  of the  Company and its
stockholders  would best be served by a  combination  of such  insurance and the
indemnification  by the Company of the directors  and executive  officers of the
Company,

                  F.  Section  145 of the  General  Corporation  Law of Delaware
("Section 145"),  under which the Company is organized,  empowers the Company to
indemnify  its  directors,  officers,  employees  and agents by agreement and to
indemnify  persons who serve,  at the request of the Company,  as the directors,
officers,  employees  or  agents  of  other  corporations  or  enterprises,  and
expressly  provides  that the  indemnification  provided  by Section  145 is not
exclusive;

<PAGE>

                  G.  The Board of  Directors  has  determined that  contractual
indemnification  as set forth  herein is not only  reasonable  and  prudent  but
necessary to promote the best interests of the Company and its stockholders;

                  H.  The Company desires and has  requested  the  Indemnitee to
serve or  continue to serve as a director  or  executive  officer of the Company
free from undue concern for claims for damages arising out of or related to such
services to the Company, and

                  I.  The Indemnitee  is willing  to serve,  or to  continue  to
serve,  the Company,  only on the  condition  that he is furnished the indemnity
provided for herein.

                                    AGREEMENT
                                    ---------

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements set forth below,  the parties hereto,  intending to be legally bound,
hereby agree as follows:

1.       Definitions.
         -----------

                  (a) Agent.  For  purposes  of this  Agreement,  "agent" of the
Company  means any person who is or was a director,  officer,  employee or other
agent of the Company or a subsidiary of the Company, or is or was serving at the
request of, for the  convenience of, or to represent the interest of the Company
or a  subsidiary  of the  Company as a director,  officer,  employee or agent of
another foreign or domestic corporation,  partnership,  joint venture,  trust or
other enterprise.

                  (b)  Expenses.  For  purposes  of this  Agreement,  "expenses"
includes  all  direct  and  indirect  costs  of any  type or  nature  whatsoever
(including,  without limitation,  all attorneys' fees and related  disbursements
and  other  out-of-pocket  costs),  actually  and  reasonably  incurred  by  the
Indemnitee in connection with either the  investigation,  defense or appeal of a
proceeding or  establishing or enforcing a right to  indemnification  under this
Agreement,  Section 145 or  otherwise,  and amounts paid in  settlement by or on
behalf of the Indemnitee,  but shall not include any final  judgments,  fines or
penalties actually levied against the Indemnitee.

                  (c)   Proceedings.   For  the  purposes  of  this   Agreement,
"proceeding"  means any threatened,  pending or completed action,  suit or other
proceeding, whether civil, criminal, administrative or investigative.

                  (d) Subsidiary.  For purposes of this Agreement,  "subsidiary"
means  any  corporation  of  which  more  than  50%  of the  outstanding  voting
securities are owned  directly or indirectly by the Company,  by the Company and
one or more other subsidiaries or by one or more other subsidiaries.

                  (e) Other  Enterprise.  For purpose of this Agreement,  "other
enterprise"  shall include employee  benefit plans;  references to "fines" shall
include any excise tax  assessed  with respect to any  employee  benefit  plans;
references to "serving at the request of the Company"  shall include any service
as a director,  officer,  employee or agent of the Company which imposes  duties

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<PAGE>

on, or involves  services  by, such  director,  officer,  employee or agent with
respect to an employee benefit plan, its participants or beneficiaries;  and any
person who acts in good faith and in a manner he  reasonably  believes  to be in
the best interest of the participants  and  beneficiaries of an employee benefit
plan  shall  be  deemed  to have  acted  in a manner  "not  opposed  to the best
interests of the Company" as referred to in this Agreement.

                  2. Agreement to Serve.  The Indemnitee  agrees to serve and/or
continue  to serve as an agent of the  Company,  at the will of the  Company (or
under  separate  agreement,  if such  agreement  exists),  in the  capacity  the
Indemnitee  currently  serves as an agent of the Company,  so long as he is duly
appointed or elected and qualified in accordance with the applicable  provisions
of the  By-Laws of the  Company or any  subsidiary  of the Company or until such
time as he tenders his resignation in writing;  provided,  however, that nothing
contained  in this  Agreement  is  intended  to create  any  right to  continued
employment by the Indemnitee in any capacity.

                  3.  Indemnity in Third Party  Proceedings.  The Company  shall
indemnify  the  Indemnitee  if the  Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any proceeding (other than a proceeding
by or in the right of the Company) by reason of the fact that the  Indemnitee is
or was an agent of the Company,  including any proceeding  based upon any act or
inaction by the  Indemnitee in his capacity as an agent of the Company,  against
any and all expenses,  judgments,  fines and penalties  actually and  reasonably
incurred by him in connection with such  proceeding,  but only if the Indemnitee
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination  of  any  proceeding  by  judgment,   order  of  court,  settlement,
conviction  or on plea of nolo  contendere,  or its  equivalent,  shall not,  of
itself,  create a presumption  that the Indemnitee did not act in good faith and
in a manner  which he  reasonably  believed  to be in or not opposed to the best
interests of the Company,  and with  respect to any criminal  proceedings,  that
such person had reasonable cause to believe that his conduct was unlawful.

                  4.  Indemnity  in  Derivative   Actions.   The  Company  shall
indemnify  the  Indemnitee  if the  Indemnitee is a party to or threatened to be
made a party to or otherwise  involved in any  proceeding  by or in the right of
the  Company to  procure a judgment  in its favor by reason of the fact that the
Indemnitee  is or was an agent of the Company,  including any  proceeding  based
upon any act or inaction by the  Indemnitee  in his  capacity as an agent of the
Company, against all expenses actually and reasonably incurred by the Indemnitee
in connection  with such  proceeding,  but only if the Indemnitee  acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company,  except that no  indemnification  under this Section 4
shall  be made in  respect  of any  claim,  issue  or  matter  as to  which  the
Indemnitee  shall have been  finally  adjudged  to be liable to the Company by a
court of  competent  jurisdiction  for gross  negligence  or  misconduct  in the
performance  of his duty to the Company,  unless and only to the extent that any
court in which such  proceeding  was brought shall  determine  upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper.

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<PAGE>

                  5.   Indemnification   of   Expenses  of   Successful   Party.
Notwithstanding  any other provisions of this Agreement,  to the extent that the
Indemnitee  has been  successful  on the merits or  otherwise  in defense of any
proceeding  or in defense of any claim,  issue or matter  therein,  the  Company
shall  indemnify the  Indemnitee  against all expenses  actually and  reasonably
incurred in connection with such proceeding.

                  6.  Partial  Indemnification.  If the  Indemnitee  is entitled
under any provision of this Agreement to indemnification by the Company for some
or a portion  of any  expenses,  judgments,  fines or  penalties,  actually  and
reasonably  incurred by him in a proceeding  but is not  entitled,  however,  to
indemnification  for the total amount  thereof,  the Company shall  nevertheless
indemnify  the  Indemnitee  for the portion  thereof to which the  Indemnitee is
entitled.

                  7.  Advancement of Expenses.  Subject to Section 11(a) hereof,
the Company shall advance all expenses  incurred by the Indemnitee in connection
with any  proceeding  to which the  Indemnitee is a party or is threatened to be
made a party by reason of the fact that the Indemnitee is or was an agent of the
Company.  The Indemnitee  hereby  undertakes to repay such amounts advanced only
if,  and to the  extent  that,  it  shall  ultimately  be  determined  that  the
Indemnitee  is not entitled to be  indemnified  by the Company as  authorized by
this  Agreement.  The advances to be made hereunder shall be paid by the Company
to or on behalf of the Indemnitee within thirty (30) days following  delivery of
a written request therefor by the Indemnitee to the Company.

                  8. Notice and Other Indemnification Procedures.


                     (a) Promptly  after receipt by the  Indemnitee of notice of
the  commencement  of or the  threat  of  commencement  of any  proceeding,  the
Indemnitee shall, if the Indemnitee believes that  indemnification  with respect
thereto may be sought from the Company under this Agreement,  notify the Company
of the commencement or threat of commencement  thereof,  provided the failure to
provide such  notification  shall not diminish the Indemnitee's  indemnification
hereunder.

                     (b) Any  indemnification  requested by the Indemnitee under
Section  3, 4, 5 or 6 hereof  shall be made no later than  forty-five  (45) days
after receipt of the written request of the Indemnitee unless a determination is
made within said forty-five (45) day period (i) by the Board of Directors of the
Company by a majority vote of a quorum  thereof  consisting of directors who are
not  parties  to such  proceeding,  or (ii) in the  event  such a quorum  is not
obtainable,  at the election of the Company, either by independent legal counsel
in a written  opinion or by a panel of  arbitrators  (selected in the manner set
forth in Section  8(c)  hereof)  that the  Indemnitee  has not met the  relevant
standards for indemnification set forth in Section 3, 4, 5 or 6 hereof.

                     (c)  Except   as  set   forth   herein,   the    right   of
indemnification   under  this  Agreement  and  any  dispute  arising  hereunder,
including  but not limited to matters of validity,  interpretation,  application
and  enforcement,  shall be  determined  exclusively  by and  through  final and
binding  arbitration in Mountain View,  California,  each party hereto expressly
and conclusively  waiving his right to proceed to a judicial  determination with
respect to such matter.  Such arbitration  shall be conducted in accordance with

                                       4
<PAGE>

the  commercial  arbitration  rules then in effect of the  American  Arbitration
Association before a panel of three  arbitrators,  one of whom shall be selected
by the Company,  the second of whom shall be selected by the  Indemnitee and the
third of whom shall be selected by the other two arbitrators.  If for any reason
arbitration under the arbitration rules of the American Arbitration  Association
cannot be initiated,  the necessary  arbitrator or arbitrators shall be selected
by the presiding  judge of the state court of general  jurisdiction  in Mountain
View, California.  Each arbitrator selected as provided hereto is required to be
serving or to have served as a director or an executive officer of a corporation
whose shares of common  stock,  during at least one year of such  service,  were
quoted in the  Nasdaq  National  Market  System or listed on the New York  Stock
Exchange.  It is expressly understood and agreed by the parties that a party may
compel arbitration  pursuant to this Section 8(c) through an action for specific
performance  and that any award  entered  by the  arbitrators  may be  enforced,
without further evidence or proceedings, in any court of competent jurisdiction.

                     (d) The  provisions  of Section 8(c) hereof shall not apply
if, and to the extent that, they may be inconsistent  with an undertaking  given
by the Company (including an undertaking given after the date of this Agreement)
to the  Securities  and  Exchange  Commission  to submit to a court of competent
jurisdiction  the question  whether  indemnification  for liabilities  under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  by the Company is
against public policy as expressed in the Securities  Act, and to be governed by
the final  adjudication of such issue. In such case, the  determination  by such
court shall be deemed,  for purposes of this  Agreement,  to be a  determination
pursuant to Section 8(c) hereof.

                     (e) The Company  shall  reimburse  the  Indemnitee  for the
expenses  incurred in  prosecuting  or  defending  such  arbitration  unless the
arbitrator  finds that each of the claims and/or  defenses of the  Indemnitee in
any such proceeding was frivolous or in bad faith.

                  9. Assumption  of  Defense.  In the event the Company shall be
obligated  to pay the expenses of any  proceeding  against the  Indemnitee,  the
Company,  if  appropriate,  shall be  entitled  to assume  the  defense  of such
proceeding,  with counsel  reasonably  acceptable  to the  Indemnitee,  upon the
delivery to the  Indemnitee  of written  notice of its  election to do so. After
delivery of such  notice,  approval of such  counsel by the  Indemnitee  and the
retention of such counsel by the Company,  the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the  Indemnitee  with  respect  to the same  proceeding,  provided  that (a) the
Indemnitee  shall have the right to employ his counsel in such proceeding at the
Indemnitee's  expense and (b) if (i) the employment of counsel by the Indemnitee
has been previously authorized in writing by the Company, (ii) the Company shall
have reasonably  concluded that there may be a conflict of interest  between the
Company  and the  Indemnitee  in the  conduct  of any such  defense or (iii) the
Company shall not; in fact, have employed  counsel to assume the defense of such
proceeding,  the fees and expenses of the  Indemnitee's  counsel shall be at the
expense of the Company.

                  10. Insurance.  The  Company  may,  but is not  obligated  to,
obtain directors' and officers'  liability insurance ("D&O Insurance") as may be
or become  available  in  reasonable  amounts  from  established  and  reputable

                                       5
<PAGE>

insurers  with  respect  to  which  the  Indemnitee  is  named  as  an  insured.
Notwithstanding  any other provision of the Agreement,  the Company shall not be
obligated  to  indemnify  the  Indemnitee  for  expenses,  judgments,  fines  or
penalties  which have been paid directly to the Indemnitee by D&O Insurance.  If
the Company has D&O  Insurance in effect at the time the Company  receives  from
the Indemnitee any notice of the commencement of a proceeding, the Company shall
give prompt  notice of the  commencement  of such  proceeding to the insurers in
accordance  with the  procedures  set forth in the  policy.  The  Company  shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the lndemnitee,  all amounts payable as a result of such proceeding
in accordance with the terms of such policy.

                 11. Exceptions.  Any  other  provision  herein  to the contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

                     (a) Claims Initiated  by the  Indemnitee.  To  indemnify or
advance  expenses  to the  Indemnitee  with  respect  to  proceedings  or claims
initiated or brought  voluntarily  by the  Indemnitee and not by way of defense,
except to the extent set forth in Section 8(e) hereof;  provided,  however, that
such  indemnification  or advancement of expenses may be provided by the Company
in specific cases if the Board of Directors finds it to be appropriate; or

                     (b) Unauthorized  Settlements.  To indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of a proceeding effected
without  the  Company's  written  consent;  the  Company  shall not  settle  any
proceeding without the Indemnitee's written consent; neither the Company nor the
Indemnitee will unreasonably withhold consent to any proposed settlement; or

                     (c) Certain Matters. To indemnify the Indemnitee on account
of any  proceeding  with respect to (i) payments made to the Indemnitee if it is
determined by final judgment or other final adjudication that such payments were
in violation of law or (ii) which it is  determined  by final  judgment or other
final  adjudication that the conduct of the Indemnitee  constituted bad faith or
active and deliberate dishonesty; or

                     (d) Section 16. To indemnify  the  Indemnitee on account of
any claim by or on behalf of the Company for recovery of profits  resulting from
the  purchase  and  sale  or sale  and  purchase  by the  Indemnitee  of  equity
securities of the Company  pursuant to Section 16(b) of the Securities  Exchange
Act of 1934, as amended; or

                     (e)  Unlawful.  To indemnify  the  Indemnitee to the extent
such  indemnification  has been determined pursuant to Section 8(c) hereof to be
unlawful.

                 12. Nonexclusivity.  The  provisions  for  indemnification  and
advancement  of  expenses  set  forth  in this  Agreement  shall  not be  deemed
exclusive of any other rights which the  Indemnitee may have under any provision
of law, the Company's  Certificate of Incorporation or By-Laws,  the vote of the
Company's   stockholders  or  disinterested   directors,   other  agreements  or
otherwise,  both as to action in his official  capacity and to action in another
capacity  while  occupying  his  position  as an agent of the  Company,  and the

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<PAGE>

Indemnitee's  rights  hereunder  shall  continue after the Indemnitee has ceased
acting as an agent of the  Company  and shall inure to the benefit of the heirs,
executors and administrators of the Indemnitee.

                  13. Subrogation. In the event of payment under this Agreement,
the  Company  shall be  subrogated  to the extent of such  payment to all of the
rights of recovery of the Indemnitee,  who shall execute all papers required and
shall do everything  that may be necessary to secure such rights,  including the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights.

                  14.  Interpretation  of Agreement.  It is understood  that the
parties  hereto intend this  Agreement to be  interpreted  and enforced so as to
provide indemnification to the Indemnitee to the fullest extent now or hereafter
permitted by law.

                  15.  Severability.  If any  provision  or  provisions  of this
Agreement shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever,  (a) the  validity,  legality and  enforceability  of the  remaining
provisions of the Agreement  (including  without  limitation all portions of any
paragraphs of this  Agreement  containing any such provision held to be invalid,
illegal  or  unenforceable,   that  are  not  themselves  invalid,   illegal  or
unenforceable)  shall not in any way be affected or impaired thereby, and (b) to
the fullest  extent  possible,  the  provisions  of this  Agreement  (including,
without limitation,  all portions of any paragraph of this Agreement  containing
any such provision held to be invalid,  illegal or  unenforceable,  that are not
themselves invalid,  illegal or unenforceable)  shall be construed so as to give
effect to the  intent  manifested  by the  provision  held  invalid,  illegal or
unenforceable and to give effect to Section 14 hereof.

                  16.  Modification and Waiver.  No supplement,  modification or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

                  17.  Successor and Assigns.  The terms of this Agreement shall
bind,  and shall  inure to the  benefit  of, the  successors  and assigns of the
parties hereto.

                  18.  Notice. All notices, claims,  requests, demands and other
communications  hereunder  shall be in  writing  and shall be duly given if: (a)
personally  delivered  or sent via  telecopy,  (b) sent by telegram  (other than
where original payment or other documents must be delivered) for delivery within
24 hours or (c) sent by Federal  Express,  DHL  Worldwide  Express  or  Airborne
Courier (for next  business day  delivery),  shipping  prepaid to the  addresses
shown on the signature page of this Agreement or such other address or addresses
as the person to whom notice is to be given may have previously furnished to the
other party in writing in the manner set forth  above.  Notices  shall be deemed
given at the time of personal  delivery or  completed  telecopy,  or, if sent by
telegram,  24 hours  after the time sent,  or, if sent by Federal  Express,  DHL
Worldwide Express, or Airborne Courier, one (1) business day after such sending.

                  19.  Governing   Law.  This   Agreement   shall   be  governed
exclusively by and construed according to the laws of the State of Delaware,  as
applied to contracts between Delaware residents entered into and to be performed

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<PAGE>

entirely within Delaware,  without giving effect to conflict of laws principles.
If a court of competent  jurisdiction shall make a final  determination that the
provisions of the law of any state other than Delaware govern indemnification by
the Company of its directors and executive  officers,  then the  indemnification
provided  under this  Agreement  shall in all  instances be  enforceable  to the
fullest extent permitted under such law,  notwithstanding  any provision of this
Agreement to the contrary.

                  The parties hereto have entered into this Indemnity  Agreement
effective as of the date first above written.

                                    TRAVELZOO INC.


                                    By
                                      ------------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address:  800 West El Camino Real, Suite 180
                                              Mountain View, California 94040





                                    INDEMNITEE:


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

                                    Address:



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