<PAGE>   1
                                                                  EXHIBIT 10.19



                          WORLDTRAVEL TECHNOLOGIES, LLC


                                       AND


                          TECHNOLOGY LICENSING COMPANY











                       ----------------------------------
                           SOFTWARE LICENCE AGREEMENT
                       ----------------------------------











                             MCDERMOTT WILL & EMERY
                                  7 BISHOPSGATE
                                     LONDON
                                    EC2N 3AQ




<PAGE>   2



                                TABLE OF CONTENTS

1.       DEFINITIONS

2.       LICENCE TO USE THE SOFTWARE

3.       THE LICENSOR'S RIGHTS IN THE SOFTWARE

4.       LICENCE FEE, CHARGES AND PAYMENT

5.       SOFTWARE WARRANTY

6.       INTELLECTUAL PROPERTY RIGHTS INDEMNITY

7.       LIMITATION OF LIABILITY

8.       TERM, TERMINATION AND EFFECTS OF TERMINATION

9.       ESCROW

10.      DISPUTE RESOLUTION

11.      CONFIDENTIALITY

12.      GENERAL PROVISIONS


SCHEDULES

SCHEDULE A - SOFTWARE / PRODUCTS

SCHEDULE B - SUBLICENCE BETWEEN WTT2 AND NEWCO



                                      (i)
<PAGE>   3


THIS SOFTWARE LICENCE AGREEMENT ("the Agreement") is made on the      day
of                   2000

BETWEEN

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

2.       TECHNOLOGY LICENSING COMPANY LLC, with its principal place of business
         at 6 W. Druid Hills Drive, Atlanta, Georgia 30329 ("the Licensee" or
         "TLC").

1.       DEFINITIONS

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

         "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, 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;

         "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 of the
         Newco Sublicense.





                                       1
<PAGE>   4

         "GROUP" means in relation to a company, that company and each
         subsidiary of the company and its subsidiaries for the time being.

         "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.

         "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.

         "NEWCO" means Fortdove Limited, a company incorporated in England and
         Wales under number 3841799 whose registered office is at 200 Aldersgate
         Street, London, EC1A 4JJ.

         "NEWCO SUBLICENCE" means the sublicence of the Software granted by the
         Licensee to Newco, as permitted by this Agreement, in the form set out
         in Schedule B hereto.

         "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 to the Newco Sublicense.

         "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, FortDove
         Limited, and the Licensee for the establishment and operation of the
         Licensee as a joint venture company.

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





                                       2
<PAGE>   5

         "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 of the Newco Sublicense, (if applicable).
         In any period during 6 months after the date of this Software Licence
         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 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 support and maintenance
         agreement between WTT and Newco for the maintenance of the Software of
         or about even date;

         "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 of the Newco Sublicense. 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;

         "VALUE ADDED TAX" means value added tax as provided for in the UK Value
         Added Tax Act 1994 of the United Kingdom 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;





                                       3
<PAGE>   6

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

         "WTT" means WorldTravel Technologies, LLC with its principal place of
         business at 6 W 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 of
                   the United Kingdom and a "subsidiary undertaking" or "parent
                   undertaking" is to be construed in accordance with Section
                   258 of the UK Companies Act 1985 of the United Kingdom;

         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.





                                       4
<PAGE>   7

2.       LICENCE TO USE THE SOFTWARE

2.1      Subject to the restrictions contained in Clause 2.2, the Licensor
         hereby grants to the Licensee a perpetual, irrevocable (save as
         expressly provided herein), royalty-free licence to use the Software
         only to sub-license the Software to Newco on the terms set out in
         Schedule B hereto.

2.2      The Licensor agrees to be bound by and to comply with the terms of
         Clause 2 of the Newco Sublicense, as if it were named as Licensor
         therein.

2.3      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.

2.4      The Licensor shall provide and license to the Licensee, who may
         sublicence the same to Newco, such know-how as the Licensee agrees with
         the Licensor shall be provided and licensed in order to install the
         Software, commence operation of the systems and implement 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.

2.5      The Licensor shall procure that WTT shall provide Newco with technical
         support or education services for the Software licensed in this
         Agreement to TLC, which is sublicensed to Newco, pursuant to the
         Support and Maintenance Agreement.

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 to
         sublicence to Newco as provided for herein under the terms set out in
         Schedule B hereto. 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.





                                       5
<PAGE>   8

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 of the
         United Kingdom. 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, 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 its 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.       CONSIDERATION.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties herein agree to and accept the mutual
obligations and promises contained in this Agreement.

5.       SOFTWARE WARRANTY






                                       6
<PAGE>   9

5.1      The Licensor warrants to the Licensee and to Newco that it has the
         right to license the Software as provided in this Agreement. The
         Licensor warrants that for a period of six months from Delivery of the
         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 any
         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 substantial 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.





                                       7
<PAGE>   10

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.

5.5      The Licensor shall not be liable to the Licensee or Newco 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; or (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 11).

6.       INTELLECTUAL PROPERTY RIGHTS INDEMNITY





                                       8
<PAGE>   11

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 or
         Newco in respect of any claimed infringement of any Intellectual
         Property right by the Software ("Claim"). Subject to the other
         conditions of this clause, the Licensor will indemnify the Licensee and
         Newco against any liability, damage or expense with respect to any
         Claim, provided that the Licensee or Newco:

         (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 or Newco desire to have separate legal representation
         in any such Claim, the provisions of this clause shall not prevent
         Licensee's or Newco's participation with Licensor in the Claim,
         provided that Licensee or Newco 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.

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:





                                       9
<PAGE>   12

         (a)      either obtain or procure for the Licensee and Newco 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/Newco an amount equal to the sum paid by the
                  Licensee/Newco for the Product or Software Release, without
                  prejudice to any other right the Licensee/Newco 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 fees paid by the Licensee under this
         Agreement and by Newco under the Newco Sublicense 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 and by Newco under the Newco Sublicence.
         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 or Newco's use of the Software. In no event
         will the Licensor, its officers, employees, agents or sub-contractors
         be liable to the Licensee or Newco for special, indirect or
         consequential damages




                                       10
<PAGE>   13

         arising out of this Agreement or the breach thereof, or arising out of
         the Licensee's or Newco'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 date above written and shall
         continue indefinitely unless terminated as provided in this Clause.

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 license of the Software, to be
         granted to the successor company/ies of the relevant assets.
8.3      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.

8.4      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.

8.5      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 to the Newco Sublicense
         within 30 days of the date of this Agreement, provided that no changes
         shall be made to the form of the Escrow




                                       11
<PAGE>   14

         Agreement save such as are strictly necessary to satisfy the
         requirements of Fort Knox Escrow Services, Inc. ("Fort Knox"), as
         contracting party to that document and an extension shall be permitted
         to the 30 day period save as is strictly necessary to accommodate the
         requirements of Fort Knox.



10.      DISPUTE RESOLUTION

10.1     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 parties shall each appoint a
         representative, who shall work together to attempt to reach an amicable
         resolution. The representatives shall use their best efforts to resolve
         the dispute or to negotiate an appropriate modification or amendment.

10.2     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 parties' representatives conclude in
         good faith that an amicable resolution of the dispute through continued
         negotiation is unlikely.


10.3     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.

11.      CONFIDENTIALITY

11.1     The Receiving Party shall:

         11.1.1   keep the Confidential Information confidential;

         11.1.2   not disclose the Confidential Information to any person, other
                  than in accordance with this clause 11, unless it first
                  obtains the Disclosing Party's written consent; and

         11.2.3   not use the Confidential Information for any purpose other
                  than the performance of its obligations under this Agreement
                  or, in the case of




                                       12
<PAGE>   15

                  Licensee, the use, management, support, maintenance or
                  development of the Custom Software, as defined in that
                  Reciprocal Software Development Agreement of on or about even
                  date between WTT and Newco..

11.2     The Licensee may disclose Confidential Information to its employees,
         the other members of Licensee's Group (and their employees), permitted
         sublicensees, 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.

11.3     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.

11.4     The Receiving Party shall ensure that each person who receives
         Confidential Information pursuant to clause 11.2 (a "RECIPIENT") is
         made aware of and is subject to a written obligation to comply with all
         the Receiving Party's obligations of confidentiality under this
         Agreement as if the Recipient was a party to this Agreement.

11.5     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 prior reasonable notice of
         the disclosure.

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

         11.6.1   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;

         11.6.2   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
<PAGE>   16

         11.6.3   subsequently comes lawfully into the possession of the
                  Receiving Party from a third party.

11.7     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, the Software, Intellectual Property Rights, market
         opportunities and business affairs or those of its customers, clients
         or other contacts. Notwithstanding anything to the contrary contained
         elsewhere in this Agreement, the provisions of this Section 11,
         Confidentiality, shall survive any termination or expiration of this
         Agreement.

12.      GENERAL PROVISIONS

12.1     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.

12.2     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
<PAGE>   17

12.3    WAIVER
         No forbearance or delay by either party in enforcing its respective
         rights will prejudice or restrict the rights of that party, and no
         waiver of any such 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.

12.4     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.

12.5     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.

12.6     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:


         WTT                                WTT2
            -----------------------------        -----------------------------

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

         --------------------------------   ----------------------------------
         Attention:  [______________]       Attention:   [_______________]


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

12.7     FORCE MAJEURE

12.7.1   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:






                                       15
<PAGE>   18

         12.7.1.1 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;

         12.7.1.2 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;

         12.7.1.3 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

         12.7.1.4 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.

12.7.2   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.

12.7.3   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.

12.8     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.



                            (SIGNATURES ON NEXT PAGE)





                                       16
<PAGE>   19

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
WORLDTRAVEL TECHNOLOGIES , LLC

Name:
      --------------------------------------------


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


--------------------------------------------------
FOR AND ON BEHALF OF
TECHNOLOGY LICENSING COMPANY, LLC

Name:
      --------------------------------------------

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







                                       17
<PAGE>   20
                        Schedule A: Software and Products



















                                       18


<PAGE>   21



                                   SCHEDULE B:


     Licence between Technology Licencing Company, LLC and Fortdove Limited









                                       19