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                                                                   Exhibit 10.20






                       TECHNOLOGY LICENSING COMPANY, LLC

                                      AND

                                FORTDOVE LIMITED





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

                           SOFTWARE LICENCE AGREEMENT

                           --------------------------
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                                    CONTENTS



CLAUSE                                                                      PAGE

1.      Definitions............................................................1

2.      Licence to use the Software............................................4

3.      The Licensor's Rights in the Software..................................6

4.      Royalty Charges and Payment............................................7

5.      Software Warranty......................................................7

6.      Intellectual Property Rights Indemnity.................................9

7.      Limitation of Liability...............................................10

8.      Term, Termination and Effects of Termination..........................10

9.      Escrow................................................................11

10.     Non-Solicitation......................................................11

11.     Joint Oversight Committee.............................................12

12.     Dispute Resolution....................................................12

13.     Confidentiality.......................................................13

14.     General Provisions....................................................14

15.     Counterparts..........................................................16

SCHEDULE A  The Software and Products licensed under these terms and
conditions are as follows:....................................................18

SCHEDULE B  Agreed form End User Sub-licence..................................24

SCHEDULE C  Support and Maintenance Agreement.................................38

SCHEDULE D  Definition of Europe..............................................51

SCHEDULE E  Agreed From Escrow Agreement......................................53

SCHEDULE F  Specifications....................................................68

SCHEDULE G  Software/Products Capable of Sublicence..........................112
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THIS SOFTWARE LICENCE AGREEMENT ("the Agreement") is made on the     day of
         2000

BETWEEN

(1)  TECHNOLOGY LICENSING COMPANY LLC, with its principal place of business at
     6 W. Druid Hills Drive, Atlanta, Georgia 30329 ("the Licensor"); and

(2)  FORTDOVE LIMITED, registered in England and Wales under company number
     3841799 with its registered office at 200 Aldersgate Street, London EC1A
     4JJ ("the Licensee")

1.   DEFINITIONS

1.1  In this Agreement, the following words and phrases have these meanings:

     "AMERICAS" means all countries and territories in continental North
     America and continental South America (including Central America) and
     includes any territories of the United States of America not forming part
     of continental North America;

     "BTI GROUP" means those travel agents which from time to time are party to
     a partnership agreement with Business Travel International ("BTI"), a
     Dutch registered company;

     "CORPORATE TRAVEL SERVICES" means travel services provided to a business
     entity's employees and/or contractors which are paid for or reimbursed by
     such business entity which has contracted directly with Licensee or with a
     travel agency, web portal, or other entity to provide such services;

     "DELIVERY" (WITH "DELIVER" AND "DELIVERED" BEING CONSTRUED ACCORDINGLY)
     means in respect of any Software Release the point in time from which such
     Software Release is first used in a live environment with a Customer,
     other than a test customer provided always that such Software shall be
     deemed to be Delivered 3 months from the date upon which such Software is
     first installed by the Licensee;

     "EFFECTIVE DATE" means the date hereof, unless otherwise agreed in writing
     between the parties;

     "ENHANCEMENT" means changes to the Product that provide additional
     features and/or functionality, expanding the capabilities of the Product,
     or so significantly expand a function as to be considered a new function;

     "ESCROW AGREEMENT" means an agreement for the deposit of the source code
     relating to the Software in the form set out in Schedule E; "GROUP" means,
     in relation to a company, that company and each subsidiary of the company
     and its subsidiaries for the time being;

     "HOGG ROBINSON GROUP" means the Group of companies of which Hogg Robinson
     plc is the ultimate holding company, together with all its travel
     franchisees;

     "ICC" means Independent Computer Company Limited, which prior to the date
     of this Agreement was contracted to distribute the TTG Software in part of
     the Territory;

     "IMPROVEMENTS" means new functionality that addresses areas that were not
     covered in the Initial Software Release for the Product, or so
     significantly expands a function as to be considered a new function;

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"INTELLECTUAL PROPERTY" means all letters patent, trade marks and service marks,
registered designs, utility models, applications for any of the foregoing and
the right to apply therefor in any part of the world; design rights, copyrights,
topography rights, brand names, trade names, logos and business names and all or
any similar or equivalent rights arising or subsisting in any country in the
world;

"MODIFICATION" means changes to the Product that affect existing functionality,
usually including streamlining processes, revising screens for clarity and
similar changes; OFS CORPORATE SERVICES" means Corporate Travel Services
processed using OFS Software;

"OFS SERVICES" means travel services, other than OFS Corporate Services
processed using the OFS Software;

"OFS SOFTWARE" means the Software identified with the label "OFS" in Schedule A
hereto;

"OFS TERRITORY" means the United Kingdom, Ireland, Sweden, Norway, Denmark,
Finland, Estonia, Latvia and Lithuania;

"PRODUCT" means a logical grouping of Licensor's Software which is sold by a
specific product name. The Products licensed under this Agreement are listed in
Schedule A;

"SCHEDULE" means the Schedule(s) attached to and incorporated into this
Agreement;

"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement of on or about even
date entered into between Hogg Robinson Plc, Hogg Robinson Services Limited,
WTT UK Limited, WT Technologies Inc and the Licensee for the establishment and
operation of the Licensee as a joint venture company;

"SOFTWARE" means the Products listed in Schedule A and related user and
training documentation, including all Software Releases provided by Licensor
from time to time;

"SOFTWARE RELEASE" means a complete or partial delivery of one or more Licensor
Products, usually on magnetic media but which may be transmitted electronically
at the Licensor's discretion, or otherwise as agreed between the Parties.
Software Releases shall include:

     (a)  Initial Software Release -- the initial delivery of the Product(s)
          licensed hereunder;

     (b)  Upgrade Release (Upgrade) -- changes to the Product(s) delivered
          after the Initial Software Release.

     (c)  Corrective Release (Fix) -- changes to the Product(s) delivered to
          correct a bug that impairs normal operation of the Product(s), which
          may be provided within an Upgrade or under a support agreement;

"SPECIFICATIONS" means the functional and technical specifications of the
Software, to include those functional and technical specifications which are to
be supplied by the Licensor within 6 months after the date of this Agreement
which shall be in a form and of a standard similar to those set out in Schedule
F, (if applicable). In any period during 6 months after the date of this
Software License Agreement where a relevant element of Software has no
specification available, the term "Specification" in respect of that element of
Software shall be deemed to refer to the level of performance and functionality
achieved
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     in the corresponding element of Software in use in the United States in a
     SABRE environment at that time;

     "SUPPORT AND MAINTENANCE AGREEMENT" means the document attached at Schedule
     C to this Software Licence Agreement;

     "TERRITORY" means the geographical areas and entities in which and to which
     Newco has the exclusive right to provide services using the Software, as
     provided in Clause 2. Reference to an entity as a "Territory" confers in
     itself no grant of rights in respect of the geographical area in which that
     entity is based;

     "TTG SOFTWARE" means the Software products set out in Schedule A hereto,
     other than those identified within the label "OFS";

     "VALUE ADDED TAX" means value added tax as provided for in the UK Value
     Added Tax Act 1994 and any other tax of a similar fiscal nature whether
     imposed in the United Kingdom (instead of or in addition to value added
     tax) or elsewhere;

     "WORKING DAY(S)" means days when banks in London and Atlanta are open for
     business excluding Saturday and Sunday;

     "WTT" means WT Technologies Inc (soon to be known as TRX Inc) with its
     principal place of business at 6W Druid Hills Drive, Atlanta, Georgia
     30329.

1.2  In this Agreement, a reference to:

     1.2.1     a "subsidiary" or "holding company" is to be construed in
               accordance with Section 736 of the UK Companies Act 1985 and a
               "subsidiary undertaking" or "parent undertaking" is to be
               construed in accordance with Section 258 of the UK Companies Act
               1985;

     1.2.2     a statutory provision includes a reference to the statutory
               provision as modified or re-enacted or both from time to time
               before the date of this Agreement and any subordinate legislation
               made or other thing done under the statutory provisions before
               the date of this Agreement;

     1.2.3     a document is a reference to that document as modified from time
               to time;

     1.2.4     a person includes a reference to a government, state, state
               agency, corporation, body corporate, association or partnership;

     1.2.5     a person includes a reference to that person's legal personal
               representatives, successors and permitted assigns;

     1.2.6     the singular includes the plural and vice versa unless the
               context otherwise requires;

     1.2.7     a clause or schedule, unless the context otherwise requires, is a
               reference to a clause or a schedule of this Agreement.

1.3  The headings in this Agreement do not affect its interpretation.
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2.   LICENCE TO USE THE SOFTWARE

2.1  The Licensor hereby grants to the Licensee a perpetual, irrevocable (save
     as expressly provided herein), royalty bearing licence to use the TTG
     Software to provide services or to sub-licence the TTG Software, (only as
     expressly permitted under this Agreement) as follows:

     2.1.1     to third parties in Europe (as defined in Schedule D attached
               hereto), with such licence to be exclusive in Europe;

     2.1.2     to any entity which is at least 50% owned within the Hogg
               Robinson Group and is controlled by a company in the Hogg
               Robinson Group with the exception of Rider Canada, with such
               licence to be exclusive in respect of any such entity;

     2.1.3     to a member of the BTI Group outside the Americas, with such
               licence to be exclusive in respect of any such entity.

2.2  For the avoidance of doubt, the exclusivity granted to the Licensee under
     clauses 2.1.2 and 2.1.3 above does not prevent the Licensor from
     sub-licensing the TTG Software or from providing services using the TTG
     Software in the geographic areas in which the entities referred to in
     clauses 2.1.2 and 2.1.3 are situated with the exception of Europe. The
     licence granted hereunder is subject to the terms and conditions of this
     Agreement, including its termination provisions. The royalty payable is
     specified under Clause 4 of this Agreement.

2.3  The Licensor hereby grants to the Licensee a perpetual, irrevocable (save
     as expressly provided herein), royalty bearing licence to use the OFS
     Software to provide OFS Corporate Services or to sub-licence the OFS
     Software, (only as expressly permitted under this Agreement) as follows:

     2.3.1     to third parties in Europe (as defined in Schedule D attached
               hereto), with such licence to be exclusive in Europe;

     2.3.2     to any entity which is at least 50% owned within the Hogg
               Robinson Group and is controlled by a company in the Hogg
               Robinson Group with the exception of Rider Canada, with such
               licence to be exclusive in respect of any such entity;

     2.3.3     to a member of the BTI Group outside the Americas, with such
               licence to be exclusive in respect of any such entity.

2.4  For the avoidance of doubt, the exclusivity granted to the Licensee under
     clauses 2.3.2 and 2.3.3 above does not prevent the Licensor from
     sub-licensing the OFS Software or from providing services using the OFS
     Software in the geographic areas in which the entities referred to in
     clauses 2.3.2 and 2.3.3 are situated with the exception of Europe. The
     licence granted hereunder is subject to the terms and conditions of this
     Agreement, including its termination provisions. The royalty payable is
     specified under Clause 4 of this Agreement.

2.5  The Licensor hereby grants to the Licensee a perpetual, irrevocable (save
     as expressly provided herein), royalty-bearing non-exclusive licence to use
     the OFS Software to provide OFS Services (as defined herein) and to
     sub-license the OFS Software (only as expressly permitted under this
     Agreement), to any third party, anywhere in the world, provided that the
     Licensee may only perform such OFS Services wholly from a location within
     the OFS Territory.


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2.6  The Licensor, nor any member of the Licensor's Group shall not, nor shall
     license or permit any third party to carry out OFS Services from within the
     OFS Territory. For the avoidance of doubt, the licence granted to the
     Licensee under clause 2.5 above shall not prevent the Licensor from using
     the OFS Software to provide OFS Services to clients located anywhere in the
     world, including within the OFS Territory, provided that such OFS Services
     are provided and processed wholly from a location outside the OFS
     Territory.

2.7  Except as expressly provided herein (including under Clause 2.8), the
     Licensor shall not grant a licence of the TTG Software to or permit any
     third party to carry out services using the TTG Software in the Territory
     and neither shall the Licensor or any member of its Group provide such
     services or in any way exploit or commercialise the TTG Software in the
     Territory.

2.8  To the extent that the Licensee reasonably requires to use any part of the
     TTG Software for the proper provision of OFS Services, the Licensor hereby
     grants to the Licensee a perpetual irrevocable, (save as expressly
     provided herein) royalty bearing, non-exclusive licence to use such part of
     the TTG Software to provide such OFS Services, not withstanding that such
     services are performed outside the Territory granted to the Licensee under
     Clause 2.1. Likewise, to the extent that the Licensor reasonably requires
     to use any part of the TTG Software for the proper provision of OFS
     Services, it is permitted to use the TTG Software within the exclusive
     Territory granted to the Licensee under Clause 2.1, notwithstanding the
     exclusivity granted to the Licensee under that subclause.

2.9  Except as expressly provided herein, the Licensor shall not grant a licence
     of the OFS Software for the purpose of carrying out OFS Corporate Services
     or permit any third party to carry out OFS Corporate Services using the OFS
     Software in the Territory and neither shall the Licensor or any member of
     its Group provide such services or in any way exploit or commercialise the
     OFS Software in relation to OFS Corporate Services in the Territory.

2.10 The Licensor agrees with the Licensee that it will be bound by and shall
     comply with the obligations and restrictions placed upon WTT under Clause
     10 of the Shareholders Agreement, as if it were named as WTT thereunder. To
     the extent that Clause 10 of the Shareholders Agreement incorporates
     exceptions to the restrictions placed on the Licensor and the Licensee
     under this Clause 2, such exceptions are deemed to be incorporated herein.
     Further, to the extent that the provisions of Clause 10 of the Shareholders
     Agreement amend or are inconsistent with the provisions of this Clause 2,
     the provisions of Clause 10 of the Shareholders Agreement shall prevail and
     shall be deemed to be incorporated herein. For the purposes of this
     Agreement, any deemed incorporation of a provision of the Shareholders
     Agreement under this Clause shall survive any termination of the
     Shareholders Agreement.

2.11 The licence and exclusivity granted under this Agreement applies to the
     Initial Software Release and all subsequent Software Releases supplied
     under this Agreement, including any and all Upgrade Releases provided by
     Licensor to Licensee which are accepted by Licensee, which shall replace
     the relevant part(s) of the Software previously licensed.

2.12 The exclusivity granted under this Clause 2 may be withdrawn by the
     Licensor in respect of all or any part of the Software, in the
     circumstances provided for under Clauses 16.4.4(a) and 16.4.7 and 16.4.8 of
     the Shareholders Agreement.

2.13 Notwithstanding the exclusivity granted to the Licensee under Clause 2.1,
     the Licensor a member of Licensor's Group may continue to support any
     sub-licences granted and bureau

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          services provided by ICC under contracts in existence at the date of
          this Agreement, provided that the Licensor shall not permit ICC to
          enter into any new-licences or service bureau agreements after the
          date hereof and provided further that the Licensor shall deliver to
          the Licensee a schedule of such ICC sub-licences/service bureau
          agreements within 30 days of the date hereof.


  2.14    The Licensor shall provide and license to the Licensee such know-how
          as the Licensee agrees with the Licensor shall be provided and
          licensed in order to install the Software and commence operation of
          the systems and during the implementation of any new Product. Each
          party shall bear all its costs and expenses in any such provision and
          licensing of know-how to it by the Licensor unless otherwise agreed
          in writing by the Parties.

  2.15    The Licensor shall provide the Licensee with technical support or
          education services for the Software licensed in this Agreement
          pursuant to the Support and Maintenance Agreement.

  2.16    Subject to clause 14.5 hereunder the Licensee may not, and shall
          procure that sub-licensees do not, sub-license, lease or assign any
          of the Software or Products for money or any other consideration or
          free of charge, except with the express prior written consent of the
          Licensor, provided that the Software and/or Products set out at
          Schedule G (as amended from time to time by the written agreement of
          the Parties) may be sublicensed by the Licensee without the prior
          written consent of the Licensor.

  2.17    The Licensee shall ensure that the sub-licence of any Software
          permitted under this Software Licence Agreement shall be subject to
          the express condition that any end-user of properly sublicensed
          Software which conducts business as a travel agent or agency may not
          sublicense such Software to any other travel agent or agency other
          than such travel agent's subsidiaries or affiliates within the same
          Group. The Licensee may permit such travel agents to sub-license the
          Software to its franchisees, only with the consent of the Licensor
          such consent being deemed to be granted in respect of any
          sub-licences granted by the Hogg Robinson Group to its current
          franchisees at the date of execution of this Agreement and as agreed
          from time to time thereafter. Any sub-licence of the Software by the
          Licensee shall be on the terms of the sub-licence contained in
          Schedule B unless otherwise agreed in writing between the Parties. In
          the event of any conflict between the terms of this Agreement and the
          sub-licence terms, the terms of this Agreement shall prevail.

  3.      THE LICENSOR'S RIGHTS IN THE SOFTWARE

  3.1     The Licensee acknowledges that the Software and all Intellectual
          Property rights therein are proprietary to the Licensor or its
          licensors and protected by copyright law and international treaty.
          The Licensee acquires only the exclusive right to use the Software
          within the Territory. Except as stated in this Agreement, the
          Licensor is not transferring any rights of copyright or ownership of
          any Intellectual Property in the Software or related documentation to
          the Licensee. Licensor shall at all times retain all rights, title
          and interest in the Software related documentation and any
          derivatives thereof.

  3.2     The Licensee undertakes not to cause or permit the reverse
          engineering, disassembly, or decompilation of the Software, except to
          reproduce machine-readable object code portions for backup purposes
          and installation of new releases of Software and except as provided
          under section 50B of the Copyright, Designs and Patents Act 1988. The
          Licensee will not copy or permit any of the Software to be copied by
          any means, except for bona fide internal security, installation, or
          backup purposes as provided under section 50A of the Copyright,
<PAGE>   9
          Designs and Patents Act 1988, or for reasonable operational purposes
          (provided always that where copied for such reasonable operational
          purposes such copying shall be pursuant to a reasonable operational
          requirement upon the Licensee and shall be done only where strictly
          necessary and in good faith). Any copies made shall include all
          copyright or proprietary notices. The restrictions in this clause are
          imposed under penalty of termination but not exclusive of Licensor's
          other remedies.

3.3       Copyright subsists in all Software including documentation and the
          Licensee will not delete, remove, alter or conceal any proprietary
          marks, notices or restrictions on the Software unless otherwise agreed
          in writing between the Parties.

3.4       The Licensee will inform all relevant employees, agents,
          sub-contractors and sub-licensees that the Software constitutes the
          Licensor's or its licensors' confidential information, and that all
          Intellectual Property rights in it belong to Licensor or its
          licensors, and the Licensee will take all necessary steps to ensure
          that the Licensee's employees agents, sub-contractors and
          sub-licensees comply with the provisions of this clause.

3.5       The Licensee agrees to indemnify the Licensor in respect of any losses
          or expenses incurred by the Licensor as a result of the Software
          being obtained by any third party whether through deliberate misuse of
          the Software object codes by the Licensee or through the breach by the
          Licensee of this Agreement or through wilful negligence.

4.        ROYALTY CHARGES AND PAYMENT

4.1       Use of the Software is conditional on payment by the Licensee of the
          royalty. The royalty payable for use of the Software shall reflect the
          fair market value of the licence granted hereunder. The parties shall
          use all reasonable endeavours to agree on the amount of the royalty by
          1 April 2000. In the event that the parties fail to agree on the
          amount of the royalty by such date, either party may refer the matter
          to an independent expert for determining the amount of the royalty.

4.2       The royalty and all the Licensor's charges in respect of any services
          rendered by it are exclusive of Value Added Tax and any similar taxes.
          All such taxes are payable by the Licensee and will be applied in
          accordance with UK legislation in force at the tax point date.

4.3       Subject to Clause 4.1, all invoices will be payable within 30 days
          from the invoice date. Payments which are not received within 30 days
          from the invoice date will be considered overdue and will remain
          payable by the Licensee and the Licensor shall be entitled to charge
          interest for late payment from the date payable at the rate of 2%
          above Barclays Bank Plc Base Rate both after and before any judgement.
          This interest will accrue on a daily basis and be payable on demand.
          If, after a written reminder by the Licensor, any invoice remains
          payable after 60 days from the date of invoice without escalation to
          the Management Representatives, the Licensor may at any time
          thereafter terminate this agreement upon written notice to the
          Licensee without prejudice to its remaining rights hereunder.

4.4       If the Licensor becomes entitled to terminate this Agreement for any
          reason, any sums then due by the Licensee to the Licensor will
          immediately become payable in full.

5.        SOFTWARE WARRANTY

5.1       The Licensor warrants to the Licensee that it has the right to license
          the Software as provided in this Agreement. The Licensor warrants that
          for a period six months from Delivery of the
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     Initial Software Release to Licensee, or from the date of Delivery of a
     subsequent Upgrade Release only where such Upgrade Release constitutes a
     major version release evidenced by the attachment to such Upgrade Release
     of a new Product version number ("the Warranty Period"), the Software shall
     operate substantially in accordance with the Specifications including any
     subsequent Modifications to the Specifications agreed to by both parties.
     The Licensor warrants that upon Delivery to the best of its knowledge the
     Software shall be free of any and all "time bombs" or disabling mechanisms
     and the Licensor agrees to pay for any data lost as a result of the same.
     The Licensor further warrants that its quality testing procedures include
     testing for software viruses using such virus testing utilities as are
     agreed from time to time. If during the Warranty Period, the Software does
     not operate substantially in accordance with the Specifications and if the
     Licensor is unwilling or unable to correct all material deficiencies,
     incompatibilities, defects or errors identified in the Software within a
     reasonable time frame acceptable to both parties, the Licensor may provide
     the Licensee with a modified version of the Software that does not contain
     such material deficiencies, incompatibilities, defects or errors. In the
     event that the Licensor is unable to correct all material deficiencies,
     incompatibilities, defects or errors, either through remedial action or the
     provision of a new copy of the Software the Licensor shall be in material
     breach of this Agreement. Without prejudice to the other remedies of the
     Licensee hereunder and elsewhere, the Licensor shall immediately refund to
     the Licensee the related royalty paid by the Licensee for the Software.

5.2  The Licensee shall notify the Licensor in writing of failure of the
     Software to operate in conformity with the Specifications within 10 (ten)
     Working Days following discovery thereof. Provided that the Licensee
     notifies the Licensor of such failure prior to expiration of the Warranty
     Period, the Licensor will investigate and take corrective action in
     respect of material non-conformities as expeditiously as is possible in
     the circumstances. If any Software fails to operate in accordance with the
     Specifications, the Licensor will use all reasonable efforts to correct
     the Software so that it will operate substantially in accordance with the
     Specifications. If the Licensor determines that the reported error
     non-conformity is not due to any error or defect in the Software supplied
     by the Licensor and is not due to any other fault or negligence of the
     Licensor or its supplier, the Licensee shall compensate the Licensor for
     its services on a time and materials basis at the Licensor's reasonable
     rates.

5.3  Licensor further warrants that the disks (if any) on which the Software is
     provided will be free from defects in materials and workmanship under
     normal use and service during the Warranty Period.

5.4  This clause constitutes the only warranty provided by the Licensor in
     respect of the Software and the Licensor's obligations set out in this
     Agreement replace all undertakings, guarantees, and warranties, express or
     implied, in law or otherwise, including any warranty of satisfactory
     quality or fitness for a particular purpose, which the Licensee must have
     sole responsibility for determining.  Without prejudice to the warranty
     given by the Licensor hereunder, the Licensee acknowledges in this
     connection that:

          (a)  The Software cannot be tested in advance in every possible
               operating combination and environment;

          (b)  It is not possible to produce Software known to be error-free in
               all circumstances;

          (c)  Not all errors can be rectified.

<PAGE>   11
5.5  The Licensor shall not be liable to the Licensee for any claim or defect
     arising from (i) any alteration or modification of any Software which is
     not provided or approved by Licensor; (ii) problems with the Licensee's
     equipment or with other software not provided by Licensor; (iii) any other
     cause beyond Licensor's control.

5.6  EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED WARRANTY
     IS MADE BY LICENSOR WITH RESPECT TO THE PRODUCTS, ANY SOFTWARE RELEASE, THE
     DOCUMENTATION OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION ANY IMPLIED
     WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. WITHOUT PREJUDICE TO
     THE WARRANTY GIVEN IN CLAUSE 5.1 THAT THE SOFTWARE WILL OPERATE
     SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATIONS, AS THE SAME MAY BE
     MODIFIED BY AGREEMENT, THE LICENSOR DOES NOT WARRANT THAT ALL ERRORS IN THE
     SOFTWARE CAN OR WILL BE CORRECTED.


5.7  The Licensee warrants to the Licensor that it will treat the Software as
     Confidential Information (as provided in Clause 13).

6.   INTELLECTUAL PROPERTY RIGHTS INDEMNITY

6.1  Subject to the terms of this clause, and at the Licensor's own expense, the
     Licensor will defend or cause to be defended or, at the Licensor's option,
     settle any claim or action brought against the Licensee in respect of any
     claimed infringement of any Intellectual Property right by the Software or
     by the grant of this License ("Claim"). Subject to the other conditions of
     this clause, the Licensor will indemnify the Licensee against any
     liability, damage or expense with respect to any Claim, provided that the
     Licensee:

          (a) Notifies the Licensor promptly in writing of the Claim immediately
              on becoming aware of it;

          (b) Grants sole control of the conduct of the defence, settlement or
              appeal of the Claim to Licensor;

          (c) Gives the Licensor complete and accurate information to the best
              of its knowledge and full co-operation and assistance to enable
              the Licensor to settle or defend the Claim; and

          (d) Has complied fully with the terms of this Agreement.

     If the Licensee desires to have separate legal representation in any such
     Claim, the provisions of this clause shall not prevent Licensee's
     participation with Licensor in the Claim, provided that Licensee will be
     responsible for the costs and fees of its separate legal representation,
     and provided that Licensor shall continue to have full control of the
     conduct of the Claim.

6.2  The Licensor shall have no liability under this clause for any alleged or
     actual infringement arising from

          (a) The combination of the Software with any other software not
              supplied by Licensor; or

          (b) The modification or alteration of the Software unless the
              modification or alteration was made, supplied or approved
              expressly by Licensor.

<PAGE>   12
6.3  If any part of the Software should become the subject of any Claim, or if a
     court judgement is made that the Software does infringe, or if the use or
     licensing of any part of the Software is restricted, the Licensor shall, at
     the Licensor's option and expense:

          (a)  Either obtain or procure for the Licensee the right to continue
               to use the Software; or

          (b)  Replace or modify the Software so that it becomes non-infringing,
               but substantially functionally equivalent; or

          (c)  If the use of the Software is prevented by permanent injunction
               and neither of the above options (a) or (b) is reasonably
               possible or effective, the Licensor shall accept its return and
               terminate the Agreement and refund to the Licensee an amount
               equal to the sum paid by the Licensee for the Product or Software
               Release, without prejudice to any other right the Licensee shall
               have under this Agreement.

6.4  In no circumstances will the Licensor be liable for any costs or expenses
     incurred by the Licensee without the Licensor's written authorisation.

7.   LIMITATION OF LIABILITY

7.1  The Licensee agrees that the Licensee has accepted these terms and
     conditions in the knowledge that the Licensor's liability is limited and
     that the licence fee and charges payable have been calculated accordingly.

7.2  The Licensor's total liability arising in connection with this Agreement
     (including liability for interest and costs) will not exceed in aggregate
     the total licence fee paid by the Licensee under this Agreement except in
     the case of liability for death or personal injury caused by the Licensor's
     negligence, which will not be subject to a financial limit.

7.3  Except as expressly stated in this clause and elsewhere in this Agreement,
     any liability by the Licensor for any breach of this Agreement will be
     limited in the aggregate of damages, costs, fees and expenses to the total
     licence fees paid or due to be paid by the Licensee under this Agreement.
     For the avoidance of doubt, the limitation contained in this Clause shall
     not apply to the indemnity given by the Licensor under Clause 6, subject to
     its terms.

7.4  Except as expressly stated in this Agreement, neither the Licensor nor its
     officers, employees, agents or sub-contractors shall be liable to the
     Licensee in connection with the Licensor's performance of this Agreement or
     the Licensee's use of the Software. In no event will the Licensor, its
     officers, employees, agents or sub-contractors be liable to the Licensee
     for special, indirect or consequential damages arising out of this
     Agreement or the breach thereof, or arising out of the Licensee's
     possession of, use of or inability to use the Software or any part thereof,
     including but not limited to any damages for loss of profits or arising
     from loss of data or unfitness for use even if that loss or damage was
     reasonably foreseeable or either party was aware of the possibility of that
     loss or damage arising, and whether such damages are based in contract,
     tort, negligence, strict liability or otherwise.

8.   TERM, TERMINATION AND EFFECTS OF TERMINATION

8.1  This Agreement shall be effective on the Effective Date and shall continue
     indefinitely unless terminated as provided in this Clause.



<PAGE>   13
8.2  This Agreement shall terminate upon the splitting of the assets of Newco,
     as provided under Clause 17.5 of the Shareholders Agreement and shall be
     replaced by a non-exclusive licence of the Software, to be granted to the
     successor company/ies of the relevant assets.

8.3  This Agreement may be terminated immediately by notice in writing:

          (a)  By the Licensor, for the Licensee's material breach in the
               circumstances set out in Clause 4.3;

          (b)  By either of the Licensor or Licensee if the other party is in
               material breach of any of its obligations under this Agreement
               (other than under Clause 8.2(a) above and fails to remedy the
               breach (if capable of remedy) within a period of 30 days after
               written notice of such breach.

          (c)  By either of the Licensor or Licensee if the other party is
               involved in any legal proceedings concerning its solvency, or
               ceases trading, or commits an act of bankruptcy or is adjudicated
               bankrupt or enters into liquidation, whether compulsory or
               voluntary, other than for the purposes of an amalgamation or
               reconstruction, or makes an arrangement with its creditors or
               petitions for an administration order or has a receiver or
               manager appointed over all or any part of its assets or generally
               becomes unable to pay its debts within the meaning of Section 123
               or Section 268 of the Insolvency Act 1986 or equivalent
               circumstances occur in any other jurisdiction.

8.4  Any termination of this Agreement will be without prejudice to any other
     legal remedies, accrued rights or outstanding liabilities of either of the
     parties at the date of termination.

8.5  If this Agreement is terminated for any reason, the Licensee shall satisfy
     the Licensor that the Licensee has ceased to use the Software and has
     deleted the Software and all copies of any part of the Software from the
     Licensee's systems and that the Licensee can no longer reproduce the
     Software in any way, and the Licensee shall return to the Licensor
     immediately all related documentation or other tangible property in the
     Licensee's possession belonging to Licensor, including all copies of the
     Products or Software Releases.

8.6  Such provisions of this Agreement as are required to survive its
     termination or expiry in order to give full force and effect to the rights
     and obligations of the parties hereunder shall be deemed to so survive.

9.   ESCROW

     The parties shall use their best endeavours to enter into the Escrow
     Agreement in the form set out in Schedule E hereto within 30 days of the
     date of this Agreement, provided that no changes shall be made to the form
     of the Escrow Agreement save such as are strictly necessary to satisfy the
     requirements of Fort Knox as contracting party to that document and on
     extension shall be permitted to the 30 day period save as is strictly
     necessary to accommodate the requirements of Fort Knox.

10.  NON-SOLICITATION

     During the Term neither party shall employ, solicit or make any offers to
     employ any employees used by the other in connection with the performance
     of the Services, without the prior written consent of the other, which
     consent shall not be unreasonably withheld. The










<PAGE>   14
      non-breaching party shall be entitled, in addition to any other remedies
      it may have at law or in equity, to a payment from the party in breach of
      this Clause in an amount equal to three months' salary of any employee
      that party employs, solicits or offers to employ in breach of this
      Clause.

11.   JOINT OVERSIGHT COMMITTEE

11.1  JOC Procedures: The following representatives will comprise a joint
      oversight committee (the "JOC") which will meet as agreed necessary. The
      functions of such committee, among other things, will be to provide
      Product direction, review and analyze changed in the market, prioritize
      resources to improve performance of the parties' obligations hereunder,
      review and analyze the performance of the parties, and to review
      recommendations and suggestions to enhance the performance of the
      Products.

      Licensor Designees(2):  Scott Hancock         Steve Reynolds
      Licensee Designees(2):  Bill Brindle          Tony Berry

11.2  If a JOC Member resigns or leaves its employer, the party with a vacancy
      will promptly appoint a replacement.

11.3  JOC Procedures: All actions of the JOC will be subject to the following
      process:

      11.3.1   An equal number of appointed representatives from each party must
               be in attendance for the JOC to conduct a meeting.

      11.3.2   Each party hereby appoints the following individual as its
               Management Representative for purposes of this Agreement:

               Licensor:    Trip Davis
               Licensee:    Chris Fry

      11.3.3   Thirty (30) days prior to replacing its Management
               Representative, HR or Newco, as the case may be, shall notify the
               other in writing identifying its proposed replacement.

12.   DISPUTE RESOLUTION

12.1  Initial Procedures: The parties shall make all reasonable efforts to
      resolve all disputes without resorting to litigation. If a dispute arises
      between the parties, the JOC Representatives will attempt to reach an
      amicable resolution. If either JOC Representative determines that an
      amicable resolution cannot be reached, such JOC Representative shall
      submit such dispute in writing to the Management Representatives (a
      "Dispute Notice"), who shall use their best efforts to resolve it or to
      negotiate an appropriate modification or amendment.

12.2  Escalation: Except as otherwise provided in this Agreement, neither party
      shall be permitted to bring proceedings against the other (save for
      injunctive relief) until the earlier of (i) the date that, after
      commencing good faith negotiations, either of the Management
      Representatives concludes in good faith that resolution of the dispute
      through continued negotiation is unlikely, or (ii) sixty days from the
      date of submission of a Dispute Notice by either party.
<PAGE>   15
12.3   Arbitration:  If the parties are unable to reach a resolution of any
       matter within the negotiating procedures outlined herein, either party
       may submit this matter to arbitration under the Rules of the American
       Arbitration Association. If the parties resort to arbitration, no
       arbitrator shall be entitled to award punitive damages.

13.    CONFIDENTIALITY

13.1   The Receiving Party shall:

       13.1.1  keep the Confidential Information confidential;

       13.1.2  not disclose the Confidential Information to any person, other
               than in accordance with this clause 13, unless it first obtains
               the Disclosing Party's written consent; and

       13.1.3  not use the Confidential Information for any purpose other than
               the performance of its obligations under this Agreement or, in
               the case of Licensee, the use, management, support, maintenance
               or development of the Custom Software.

13.2   The Licensee may disclose Confidential Information to its employees, the
       other members of Licensee's Group (and their employees) and to third
       parties (and their employees) contracted (or with whom Licensee is
       negotiating with a view to contracting) to provide auditing, hardware or
       software facilities management, support, maintenance or development
       services to any member of Licensee's Group, to the extent reasonably
       necessary for the purposes of this Agreement.

13.3   During the term of this Agreement the Licensor may disclose Confidential
       Information to its employees and to the Licensor's Group and its
       employees to the extent reasonably necessary for the purposes of this
       Agreement.

13.4   The Receiving Party shall ensure that each person who receives
       Confidential Information pursuant to clause 13.2 (a "Recipient") is made
       aware of and complies with all the Receiving Party's obligations of
       confidentiality under this Agreement as if the Recipient was a party to
       this Agreement.

13.5   The Receiving Party may disclose Confidential Information where
       disclosure is required by law, a court of competent jurisdiction or by a
       regulatory body with authority over its business, provided that the
       Receiving Party gives the Disclosing Party reasonable notice of the
       disclosure.

13.6   The obligations contained in this Clause do not apply to Confidential
       Information which:

       13.6.1  is at the date of this Agreement within or at any time after the
               date of this Agreement comes into the public domain other than
               through breach of this Agreement by the Receiving Party or any
               Recipient;

       13.6.2  can be shown by the Receiving Party to the reasonable
               satisfaction of the Disclosing Party to have been known by the
               Receiving Party before disclosure by the Disclosing Party to the
               Receiving Party; or

       13.6.3  subsequently comes lawfully into the possession of the
               Receiving Party from a third party.
<PAGE>   16
13.7 For the purposes of this clause, "Confidential Information" means all
     information of a confidential nature disclosed (whether in writing,
     verbally or by any other means and whether directly or indirectly) by one
     party (the "Disclosing Party") to the other party ( the "Receiving Party")
     whether before or after the date of this Agreement including, without
     limitation, any information relating to the Disclosing Party's products,
     operations, processes, plans or intentions, product information,
     Intellectual Property Rights, market opportunities and business affairs or
     those of its customers, clients or other contacts.

14.  GENERAL PROVISIONS

14.1 Entire Agreement and Variations

     This Agreement including the Schedules constitutes the entire agreement
     between the parties relating to the Software. Each party confirms that it
     has not relied upon any representation not recorded in this Agreement as an
     inducement to enter into this Agreement. No variation of these terms and
     conditions will be valid unless confirmed in writing by authorised
     signatories of both parties. This Agreement shall be binding upon the
     successors and assigns of the parties hereto.

14.2 Severability

     If any of the provisions of this Agreement is judged to be illegal or
     unenforceable, the continuation in full force and effect of the remainder
     of them will not be prejudiced.

14.3 Waiver

     No forbearance or delay by either party in enforcing its respective rights
     will prejudice or restrict the rights of that party, and no wavier of any
     rights or of any breach of any terms of this contract will be deemed to be
     a waiver of any other right or of any later breach.

14.4 Independent Contractors

     The relationship between parties is that of independent contractor. Neither
     of the parties is agent for the other, and neither of the parties has any
     authority to enter into any contract, whether expressly or by implication,
     in the name of the other party, without that party's prior written consent.

14.5 Assignment

     Neither party will assign this Agreement or any benefits or interests
     arising under this Agreement without the prior written consent of the other
     party.

14.6 Notices

     Notices under this Agreement shall be deemed given when delivered by hand,
     on the fifth business day after such notice is deposited in the mail,
     registered or certified, return receipt requested, postage prepaid, or sent
     via facsimile to the following address:

     TECHNOLOGY LICENSING COMPANY, LLC            FORTDOVE LIMITED (OR SUCH NAME
<PAGE>   17
      6 W. Druid Hills Drive                by which the company is later known)
      Atlanta                               Abbey House
      Georgia                               282 Farnborough Road
      30329                                 Farnborough
                                            Hants GU14 7NJ
      --------------------------------      ------------------------------------
      Attention: Trip Davis (to be          Attention: Company secretary
      copied to Ralph Manaker at
      World Travel Partners)

      Either party may change its address by giving the other written notice of
      the new address.

14.7  FORCE MAJEURE

      14.7.1  If a party (the "Affected Party") is prevented, hindered or
              delayed from or in performing any of its obligations under this
              Agreement by a Force Majeure Event:

              14.7.1.1  the Affected Party's obligations under this Agreement
                        are suspended while the Force Majeure Event continues
                        and to the extent that it is prevented, hindered or
                        delayed;

              14.7.1.2  as soon as reasonably possible after the start of the
                        Force Majeure Event the Affected Party shall notify the
                        other party in writing of the Force Majeure Event, the
                        date on which the Force Majeure Event started and the
                        effects of the Force Majeure Event on its ability to
                        perform its obligations under this Agreement;

              14.7.1.3  the Affected Party shall make all reasonable efforts to
                        mitigate the effects of the Force Majeure Event on the
                        performance of its obligations under this Agreement; and

              14.7.1.4  as soon as reasonably possible after the end of the
                        Force Majeure Event the Affected Party shall notify the
                        other party in writing that the Force Majeure Event has
                        ended and resume performance of its obligations under
                        this Agreement.

      14.7.2  If the Force Majeure Event continues for more than three months
              starting on the day the Force Majeure Event starts, a party may
              terminate this Agreement by giving not less than 30 days' written
              notice to the other party.

      14.7.3  In this clause, "Force Majeure Event" means an event beyond the
              reasonable control of the Affected Party including, without
              limitation, act of God, war, riot, civil commotion, malicious
              damage, compliance with a law or governmental order, rule, or
              regulation, an accidental breakdown of plant or machinery not due
              to the negligence of the Affected Party, fire, flood and storm.

<PAGE>   18
14.8 GOVERNING LAW AND JURISDICTION

     This agreement shall be governed by and construed according to the laws of
     the State of Georgia of the United States of America, without regard to its
     choice of laws provisions.

15.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, which shall
     together constitute one Agreement.

<PAGE>   19
                       SCHEDULE A: THE SOFTWARE PRODUCTS

<PAGE>   20
                     SCHEDULE B: FORM END USER SUB-LICENSE

<PAGE>   21
                 SCHEDULE C: SUPPORT AND MAINTENANCE AGREEMENT




<PAGE>   22



                        SCHEDULE D: DEFINITION OF EUROPE
<PAGE>   23

                           SCHEDULE F: SPECIFICATIONS


<PAGE>   24
                         SCHEDULE G: SOFTWARE/PRODUCTS
                             CAPABLE OF SUBLICENSE



<PAGE>   25

IN WITNESS WHEREOF the undersigned as duly authorised representatives of the
parties to this Agreement have entered into this Agreement as of the date
written above.



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


FOR AND ON BEHALF OF

TECHNOLOGY LICENSING COMPANY, LLC



Name:  /s/ Ralph Manaker
     --------------------


Date:
     --------------------


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


FOR AND ON BEHALF OF

FORTDOVE LIMITED



Name:  /s/ Ralph Manaker
     --------------------


Date:
     --------------------