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                                                                    EXHIBIT 10.7

                                    TRX, INC.

                            2000 STOCK INCENTIVE PLAN



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                                    TRX, INC.
                            2000 STOCK INCENTIVE PLAN



                                    ARTICLE 1
                                     PURPOSE

         1.1 General Purpose. The purpose of this Plan is to further the growth
and development of the Company by encouraging employees and nonemployee
Directors to obtain a proprietary interest in the Company by owning its stock.
The Company intends that the Plan will provide such persons with an added
incentive to continue in the employ of the Company and will stimulate their
efforts in promoting the growth, efficiency and profitability of the Company.
The Company also intends that the Plan will afford the Company a means of
attracting to its service persons of outstanding quality.

         1.2 Intended Tax Effects of Stock Rights. It is intended that part of
the Plan qualify as an ISO (as hereinafter defined) plan and that any option
granted in accordance with such portion of the Plan qualify as an ISO (as
hereinafter defined), all within the meaning of Code ss.422. The tax effects of
any NQSO granted hereunder should be determined under Code ss.83.


                                   ARTICLE 2
                                   DEFINITIONS

         The following words and phrases as used in this Plan shall have the
meanings set forth in this Article unless a different meaning is clearly
required by the context:

         2.1 1933 Act shall mean the Securities Act of 1933, as amended.

         2.2 1934 Act shall mean the Securities Exchange Act of 1934, as
amended.

         2.3 Board shall mean the Board of Directors of the Company.

         2.4 Cause shall mean any act by an individual of fraud or dishonesty
(whether or not in connection with the Company's business), competing with the
business of the Company either directly or indirectly, the breach of any
provision of any employment contract with the Company, failure to comply with
the decisions of the Company, failure to discharge a duty of loyalty to the
Company, or any other matter constituting "good cause" under the laws of the
State of Georgia.

         2.5 Change of Control shall mean the occurrence of any one of the
following events:


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              (a) Acquisition By Person of Substantial Percentage. The
         acquisition by a Person (including "affiliates" and "associates" of
         such Person, but excluding the Company, any "parent" or "subsidiary" of
         the Company, or any employee benefit plan of the Company or of any
         "parent" or "subsidiary" of the Company) of a sufficient number of
         shares of the Common Stock, or securities convertible into the Common
         Stock, and whether through direct acquisition of shares or by merger,
         consolidation, share exchange, reclassification of securities or
         recapitalization of or involving the Company or any "parent" or
         "subsidiary" of the Company, to constitute the Person the actual or
         beneficial owner of 50 percent or more of the Common Stock;

              (b) Disposition of Assets. Any sale, lease, transfer,
         exchange, mortgage, pledge or other disposition, in one transaction or
         a series of transactions, of all or substantially all of the assets of
         the Company to a Person described in subsection (a) above; or

              (c) Substantial Change of Board Members. During any
         consecutive twenty-four (24) month period, individuals who at the
         beginning of such period constitute the Board cease for any reason to
         constitute at least a majority thereof, unless the election of each
         director who was not a director at the beginning of such period has
         been approved in advance by a majority of the directors in office at
         the beginning of the 24-month period.

For purposes of this Section, the terms "affiliate," "associate," "parent" and
"subsidiary" shall have the respective meanings ascribed to such terms in Rule
12b-2 under Section 12 of the 1934 Act.

         2.6  Code shall mean the Internal Revenue Code of 1986, as amended.

         2.7  Committee shall mean the committee appointed by the Board to
administer and interpret the Plan in accordance with Article 3 below.

         2.8  Common Stock shall mean the common stock of the Company.

         2.9  Company shall mean TRX, Inc. and its successors.

         2.10 Director shall mean any individual who is serving as a member of
the Board of Directors of the Company.

         2.11 Disability shall mean, with respect to an individual, the total
and permanent disability of such individual, as determined by the Company's
long-term disability insurance carrier, so that such individual is eligible to
receive benefits under the Company's long-term disability insurance plan, or if
no such plan is applicable, an individual's inability (with or without
accommodation) to engage in the essential functions of his or her duties due to
a medically-determinable physical or mental impairment, illness or injury, which
can be expected to result in death or to be of long-continued and indefinite
duration.

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         2.12 Effective Date shall mean January 1, 2000, subject to shareholder
approval.

         2.13 Fair Market Value of the Common Stock as of a date of
determination shall mean the following:

              (a) Stock Listed and Shares Traded. If the Common Stock is
         listed and traded on a national securities exchange (as such term is
         defined by the 1934 Act) or on the NASDAQ National Market System on the
         date of determination, the Fair Market Value per share shall be the
         closing price of a share of the Common Stock on the national securities
         exchange or National Market System on the business day immediately
         preceding the date of determination. If the Common Stock is traded in
         the over-the-counter market, the Fair Market Value per share shall be
         the average of the closing bid and asked prices on the business day
         immediately preceding the date of determination.

              (b) Stock Listed But No Shares Traded. If the Common Stock is
         listed on a national securities exchange or on the National Market
         System but no shares of the Common Stock are traded on the date of
         determination but there were shares traded on dates within a reasonable
         period before the date of determination, the Fair Market Value shall be
         the closing price of the Common Stock on the most recent date before
         the date of determination. If the Common Stock is regularly traded in
         the over-the-counter market but no shares of the Common Stock are
         traded on the date of determination (or if records of such trades are
         unavailable or burdensome to obtain) but there were shares traded on
         dates within a reasonable period before the date of determination, the
         Fair Market Value shall be the average of the closing bid and asked
         prices of the Common Stock on the most recent date before the date of
         determination.

              (c) Stock Not Listed. If the Common Stock is not listed on a
         national securities exchange or on the National Market System and is
         not regularly traded in the over-the-counter market, then the Committee
         shall determine the Fair Market Value of the Common Stock from all
         relevant available facts, which may include any recent sales and
         purchases of such Common Stock to the extent they are representative.

         The Committee's determination of Fair Market Value, which shall be made
pursuant to the foregoing provisions, shall be final and binding for all
purposes of this Plan.

         2.14 ISO shall mean an incentive stock option within the meaning of
Code ss.422(b).

         2.15 NQSO shall mean a nonqualified option to which Code ss.421
(relating generally to certain ISO and other options) does not apply.

         2.16 Option shall mean ISO's and NQSO's, as applicable, granted to
individuals pursuant to the terms and provisions of this Plan.

         2.17 Option Agreement shall mean a written agreement, executed and
dated by the Company and an Optionee, evidencing an Option granted under the
terms and provisions of this


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Plan, setting forth the terms and conditions of such Option, and specifying the
name of the Optionee and the number of shares of stock subject to such Option.

         2.18 Option Price shall mean the purchase price of the shares of Common
Stock underlying an Option.

         2.19 Optionee shall mean an individual who is granted an Option
pursuant to the terms and provisions of this Plan.

         2.20 Person shall mean any individual, organization, corporation,
partnership or other entity.

         2.21 Plan shall mean this TRX, Inc. 2000 Stock Incentive Plan.


                                   ARTICLE 3
                                 ADMINISTRATION

         3.1 General Administration. The Plan shall be administered and
interpreted by the Committee. Subject to the express provisions of the Plan, the
Committee shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms and
provisions of the Option Agreements by which Options shall be evidenced (which
shall not be inconsistent with the terms of the Plan), and to make all other
determinations necessary or advisable for the administration of the Plan, all of
which determinations shall be final, binding and conclusive.

         3.2 Appointment. The Board shall appoint the Committee from among its
nonemployee members to serve at the pleasure of the Board. The Board from time
to time may remove members from, or add members to, the Committee and shall fill
all vacancies thereon. The Committee at all times shall be composed of two or
more directors who shall meet the following requirements:

             (a) Disinterested Administration Rule. During the period any
         director is serving on the Committee and during the 1-year period
         immediately preceding the commencement of such service, he shall not be
         or have been granted or awarded any Option or other equity securities
         of the Company under the Plan (or any other discretionary stock plan of
         the Company or any Company affiliate as defined by Rule 144(a)(1) of
         the 1933 Act). Notwithstanding the preceding sentence, a member of the
         Committee may participate during such period in (A) a formula plan, (B)
         an ongoing securities acquisition program with broad-based employee
         participation, and/or (C) a program to elect to receive all or part of
         his annual retainer in equity securities of the Company, all as defined
         and limited by Rule 16b-3 promulgated under Section 16 of the 1934 Act.
         The requirements of this subsection are intended to comply with the
         "disinterested administration rule" of Rule 16b-3 under Section 16 of
         the 1934 Act or any successor rule or regulation, and shall be
         interpreted and construed in a manner which assures compliance with
         said Rule. To the extent said Rule 16b-3 is modified to reduce

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         or increase the restrictions on who may serve on the Committee, the
         Plan shall be deemed modified in a similar manner.

             (b) Outside Director Rule. No director serving on the
         Committee may be a current employee of the Company or a former employee
         of the Company (or any corporation affiliated with the Company under
         Codess.1504) receiving compensation for prior services (other than
         benefits under a tax-qualified retirement plan) during each taxable
         year during which the director serves on the Committee. Furthermore, no
         director serving on the Committee shall be or have ever been an officer
         of the Company (or any Codess.1504 affiliated corporation), or shall be
         receiving remuneration (directly or indirectly) from such a corporation
         in any capacity other than as a director. The requirements of this
         subsection are intended to comply with the "outside director"
         requirements of Treas. Reg.ss.1.162-27(e)(3) or any successor
         regulation, and shall be interpreted and construed in a manner which
         assures compliance with the "outside" director requirement of
         Codess.162(m)(4)(C)(i).

         3.3 Organization. The Committee may select one of its members as its
chairman and shall hold its meetings at such times and at such places as it
shall deem advisable. A majority of the Committee shall constitute a quorum, and
such majority shall determine its actions. The Committee shall keep minutes of
its proceedings and shall report the same to the Board at the meeting next
succeeding.

         3.4 Delegation by Committee. Unless prohibited by applicable law or the
rules of an applicable stock exchange, the Committee may allocate all or some of
its responsibilities and powers to any one or more of its members. The Committee
may revoke any such allocation or delegation at any time. The Committee
delegates the authority to grant Options of up to 10,000 shares each to
nonofficer employees to the Company's Corporate Chief Executive Officer, which
grants shall be subject to approval by the Committee at its next following
meeting. The Committee delegates to the Company's Corporate Secretary the
authority to document any and all grants and awards made by the Committee under
the Plan.

         3.5 Indemnification. In addition to such other rights of
indemnification as they have as directors or as members of the Committee, the
members of the Committee, to the extent permitted by applicable law, shall be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Options
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved to the extent required by and in the
manner provided by the articles or certificate of incorporation or the bylaws of
the Company relating to indemnification of directors) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member or members did not act in good faith and
in a manner he or they reasonably believed to be in or not opposed to the best
interest of the Company.

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                                   ARTICLE 4
                                      STOCK

         The stock subject to the Options and other provisions of the Plan shall
be authorized but unissued or reacquired shares of Common Stock. Subject to
readjustment in accordance with the provisions of Article 7, the total number of
shares of Common Stock which may be granted to, or for which Options may be
granted to, persons participating in the Plan shall not exceed in the aggregate
1,300,000 shares of Common Stock. Notwithstanding the foregoing, shares of
Common Stock allocable to the unexercised portion of any expired or terminated
Option again may become subject to Options under the Plan.


                                   ARTICLE 5
                   ELIGIBILITY TO RECEIVE AND GRANT OF OPTIONS

         5.1 Individuals Eligible for Grants of Options. The individuals
eligible to receive Options hereunder shall be (i) employees of the Company who
are in "good standing" (as defined below), including such employees who are also
members of the Board of the Company, (ii) any nonemployee Directors of the
Company, (iii) any key management employees of companies related to the Company
(even if those companies are not within the same controlled group of
corporations as the Company), and (iv) any consultants and/or advisors who are
designated by the Committee to receive Options under the Plan; provided,
however, that only employees of the Company and its "parent" or "subsidiary"
corporations within the meaning of subsections (e) and (f) of Code ss.424 shall
be eligible to receive ISO's. For purposes of this provision, an employee is in
"good standing" if he has an executed employment contract with the Company in
force and/or he has a Restrictive Covenant Agreement with the Company in force.

         5.2 Grants of Options. Subject to the provisions of the Plan, the
Committee shall have the authority and sole discretion to determine and
designate, from time to time, those individuals (from among the individuals
eligible for a grant of Options under the Plan pursuant to Section 5.1 above) to
whom Options will actually be granted, the Option Price of the shares covered by
any Options granted, the manner in and conditions under which Options are
exercisable (including, without limitation, any limitations or restrictions
thereon), and the time or times at which Options shall be granted. In making
such determinations, the Committee may take into account the nature of the
services rendered by the respective employees to whom Options may be granted,
their present and potential contributions to the Company's success and such
other factors as the Committee, in its sole discretion, shall deem relevant. In
its authorization of the granting of an Option hereunder, the Committee shall
specify the name of the Optionee, the number of shares of stock subject to such
Option and whether such Option is an ISO or a NQSO. The Committee may grant, at
any time, new Options to an Optionee who previously has received Options,
whether such Options include prior Options that still are outstanding,
previously have been exercised in whole or in part, have expired or are canceled
in connection with the issuance of new Options. No individual shall have any
claim or right to be granted Options under the Plan unless such claim or right
has been expressly provided in a contract executed by the Company.

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         5.3 Limitation on Exercisability of ISO's. Notwithstanding anything
herein to the contrary, the aggregate Fair Market Value of ISO's which are
granted to any employee under the Plan or any other stock option plan adopted by
the Company that are first exercisable in any one calendar year shall not exceed
$100,000. The Committee shall interpret and administer the limitations set forth
in this Section in accordance with Code ss.422(d).

         5.4 Restriction on Grant of Stock Options. No more than 500,000 shares
of Common Stock may be made subject to Options granted during a calendar year to
any one individual.


                                   ARTICLE 6
                         TERMS AND CONDITIONS OF OPTIONS

         Options granted hereunder and Option Agreements shall comply with and
be subject to the following terms and conditions:

         6.1 Requirement of Option Agreement. Upon the grant of an Option
hereunder, the Committee shall prepare (or cause to be prepared) an Option
Agreement. The Committee shall present such Option Agreement to the Optionee.
Upon execution of such Option Agreement by the Optionee, such Option shall be
deemed to have been granted effective as of the date of grant. The failure of
the Optionee to execute the Option Agreement within 30 days after the date of
the receipt of same shall render the Option Agreement and the underlying Option
null and void ab initio.

         6.2 Optionee and Number of Shares. Each Option Agreement shall state
the name of the Optionee and the total number of shares of the Common Stock to
which it pertains, the Option Price, and the date as of which the Option was
granted under this Plan.

         6.3 Exercisability. Unless otherwise specified by the Committee in the
Option Agreement, an Option shall first become exercisable with respect to such
portions of the shares subject to such Option as are specified in the schedule
set forth hereinbelow:

             (a) Commencing as of the first anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, 20% of the shares
         subject to such Option. Prior to said date, the Option shall be
         unexercisable in its entirety.

             (b) Commencing as of the second anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, an additional 20% of
         the shares subject to the Option.

             (c) Commencing as of the third anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, an additional 20% of
         the shares subject to the Option.

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             (d) Commencing as of the fourth anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, an additional 20% of
         the shares subject to the Option.

             (e) Commencing as of the fifth anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, the remainder of the
         shares subject to such Option.

             (f) Notwithstanding subsections (a) through (e) above, any
         Options previously granted to an Optionee shall become immediately
         exercisable for 100% of the number of shares subject to the Options
         upon the Optionee's becoming Disabled or upon his death or upon a
         Change in Control of the Company.

Other than as provided above, if an Optionee ceases to be an employee of the
Company or a company with ownership related to the Company, his rights with
regard to all then unexercisable Options shall cease immediately.

         6.4 Option Price. The Option Price of the shares of Common Stock
underlying each Option shall be the Fair Market Value of the Common Stock on the
date the Option is granted, unless otherwise determined by the Committee;
provided, in no event shall the Option Price of any ISO be less than 100% (110%
in the case of ISO's of Optionees who own more than ten percent of the voting
power of all classes of stock of either the Company or any "parent" or
"subsidiary" corporation of the Company (within the meaning of subsections (e)
and (f) of Code ss.424)) of the Fair Market Value of the Common Stock on the
date the Option is granted. Upon execution of an Option Agreement by both the
Company and Optionee, the date as of which the Committee granted the Option as
specified in the Option Agreement shall be considered the date on which such
Option is granted.

         6.5 Terms of Options. Subject to the provisions of Section 6.9, terms
of Options granted under the Plan shall commence on the date of grant and shall
expire on such date as the Committee may determine for each Option; provided, in
no event shall any Option be exercisable after ten years (five years in the case
of ISO's granted to Optionees who own more than ten percent of the voting power
of all classes of stock of either the Company or any parent or subsidiary) from
the date the Option is granted. No Option shall be granted hereunder after ten
years from the earlier of the date the Plan is approved by the shareholders or
the date the Plan is adopted by the Board.

         6.6 Minimum Exercise. The exercise of an Option may be for less than
the full number of shares of Common Stock subject to such Option, but such
exercise shall not be made for less than (i) 100 shares or (ii) the total
remaining shares subject to such Option, if such total is less than 100 shares.
Subject to the other restrictions on exercise set forth herein, the unexercised
portion of an Option may be exercised at a later date by the Optionee.

         6.7 Method of Exercise. All Options granted hereunder shall be
exercised by written notice directed to the Secretary of the Company at its
principal place of business or to such other person as the Committee may direct.
Each notice of exercise shall identify the Option which the

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Optionee is exercising (in whole or in part) and shall be accompanied by
payment of the Option Price for the number of shares specified in such notice
and by any documents required by Section 8.1. The Company shall make delivery of
such shares within a reasonable period of time; provided, if any law or
regulation requires the Company to take any action (including, but not limited
to, the filing of a registration statement under the 1933 Act and causing such
registration statement to become effective) with respect to the shares specified
in such notice before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such action. For
Options which are ISO's, written statements shall be furnished to the Optionee
in accordance with Code ss.6039 on or before January 31 of the year following
the year in which the Option was exercised. See Treas. Reg. ss.1.6039-1 and -2,
and 301.6039-1.

         6.8 Medium and Time of Payment.

             (a) The Option Price shall be payable upon the exercise of the
         Option in an amount equal to the number of shares then being purchased
         times the per share Option Price. Payment shall be made in cash or by
         any other method of payment determined acceptable by the Committee
         (including stock tenders and broker-assisted cashless exercises).

             (b) In addition to the payment of the purchase price of the
         shares then being purchased, an Optionee also shall pay in cash an
         amount equal to the amount, if any, which the Company at the time of
         exercise is required to withhold under the income tax or Federal
         Insurance Contribution Act tax withholding provisions of the Code, of
         the income tax laws of the state of the Optionee's residence, and of
         any other applicable law.

         6.9 Effect of Termination of Employment, Disability or Death. Except as
provided in subsections (a), (b) and (c) below, no Option shall be exercisable
unless the Optionee thereof shall have been an employee of the Company from the
date of the granting of the Option until the date of exercise; provided, the
Committee, in its sole discretion, may waive the application of this Section
with respect to any NQSO's granted hereunder and, instead, may provide a
different expiration date or dates in a NQSO Option Agreement.

             (a) Termination of Employment. In the event an Optionee ceases
         to be an employee of the Company for any reason other than death or
         Disability, any Option or unexercised portion thereof granted to him
         shall terminate on and shall not be exercisable after the earliest to
         occur of (i) the expiration date of the Option, (ii) thirty days after
         termination of employment, or (iii) the date on which the Company gives
         notice to such Optionee of termination of employment if employment is
         terminated by the Company for Cause. Notwithstanding the foregoing, in
         the event that an Optionee's employment terminates for a reason other
         than death or Disability at any time after a Change of Control, the
         term of all Options of that Optionee shall be extended through the end
         of the three-month period immediately following the date of such
         termination; provided, this extension shall apply to ISO's only to the
         extent it does not cause the term of such ISO's to exceed the maximum
         term permitted under Codess.422 or does not cause such ISO's to lose
         their status as ISO's. Prior to the earlier of the dates specified in
         the preceding

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         sentences of this subsection (a), the Option shall be exercisable only
         in accordance with its terms and only for the number of shares
         exercisable on the date of termination of employment. The question of
         whether an authorized leave of absence or absence for military or
         government service or for any other reason shall constitute a
         termination of employment for purposes of the Plan shall be determined
         by the Committee, which determination shall be final and conclusive.

              (b) Disability. Upon the termination of an Optionee's
         employment due to Disability, any Option or unexercised portion thereof
         granted to him which is otherwise exercisable shall terminate on and
         shall not be exercisable after the earlier to occur of (i) the
         expiration date of such Option, or (ii) the date one (1) year after the
         date on which such Optionee ceases to be an employee of the Company due
         to Disability. Prior to the earlier of such date, such Option shall be
         exercisable only in accordance with its terms and only for the number
         of shares exercisable on the date such Optionee's employment ceases due
         to Disability.

              (c) Death. In the event of the death of the Optionee (i) while
         he is an employee of the Company, (ii) within thirty days after the
         date on which such Optionee's employment terminated (for a reason other
         than Cause) as provided in subsection (a) above, or (iii) within one
         (1) year after the date on which such Optionee's employment terminated
         due to his Disability as provided in subsection (b), any Option or
         unexercised portion thereof granted to him which is otherwise
         exercisable may be exercised by the executor or administrator of his
         estate at any time prior to the expiration of one year from the date of
         death of such Optionee, but in no event later than the date of
         expiration of the option period. Such exercise shall be effected
         pursuant to the terms of this Section as if such executor or
         administrator is the named Optionee.

         6.10 Restrictions on Transfer and Exercise of Options. No Option shall
be assignable or transferable by the Optionee except by will or by the laws of
descent and distribution, except that the Committee may approve transfers to one
of the Optionee's immediate family members, a trust (with beneficiaries of only
immediate family members), or a family limited partnership (with general and
limited partners of only immediate family members). An Option shall be
exercisable only by the Optionee; provided, however, that in the event the
Optionee is incapacitated and unable to exercise Options, such Options may be
exercised by such Optionee's legal guardian or other representative whom the
Committee deems appropriate based on applicable facts and circumstances; and
provided further, if the Optionee has assigned or transferred an Option (with
the Committee's consent), that Option may be exercised by the transferee.

         6.11 Rights and Obligations as a Shareholder. An Optionee shall have no
rights as a shareholder with respect to shares covered by his Option until date
of the issuance of the shares to him and only after the Option Price of such
shares is fully paid. Unless specified in Article 8, no adjustment will be made
for dividends or other rights for which the record date is prior to the date of
such issuance. Upon exercise of an Option, the Optionee shall be required to
execute a shareholder's agreement with the Company and shall be subject to the
provisions of such agreement pertinent to the Company's rights of first refusal
and buy-back provisions.


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         6.12 No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

         6.13 Acceleration. The Committee shall at all times have the power to
accelerate the exercisability of Options previously granted under this Plan.

         6.14 Designation of Option as ISO or NQSO. Subject to the provisions of
this Article, each Option granted under the Plan shall be designated either as
an ISO or a NQSO. An Option Agreement evidencing both an ISO and a NQSO shall
identify clearly the status and terms of each Option.

         6.15 ISO's Converted to NQSO's. In the event any part or all of an
Option granted under the Plan which is intended to be an ISO at any time fails
to satisfy all of the requirements of an ISO, then such ISO shall be split into
an ISO and NQSO so that the portion of the Option, if any, that still qualifies
as an ISO shall remain an ISO and the portion that does not qualify as an ISO
shall become a NQSO. Such split of an Option into an ISO portion and a NQSO
portion shall be evidenced by one or more Option Agreements, as long as each
Option is identified clearly as to its status as an ISO or NQSO.


                                   ARTICLE 7
                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         7.1  Recapitalization. In the event that the outstanding shares of the
Common Stock of the Company are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of the Common Stock, the
following rules shall apply:

              (a) The Committee shall make an appropriate adjustment in the
         number and kind of shares available for the granting of Options under
         the Plan.

              (b) The Committee also shall make an appropriate adjustment in
         the number and kind of shares as to which outstanding Options, or
         portions thereof then unexercised, shall be exercisable; any such
         adjustment in any outstanding Options shall be made without change in
         the total price applicable to the unexercised portion of such Option
         and with a corresponding adjustment in the Option Price per share. No
         fractional shares shall be issued or optioned in making the foregoing
         adjustments, and the number of shares available under the Plan or the
         number of shares subject to any outstanding Options shall be the next
         lower number of shares, rounding all fractions downward.

              (c) Any adjustment to or assumption of ISO's under this
         Section shall be made in accordance with Code ss.424(a) and the
         regulations promulgated thereunder so as to preserve the status of such
         Options as ISO's under Code ss.422.


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<PAGE>   13

             (d) If any rights or warrants to subscribe for additional
         shares are given pro rata to holders of outstanding shares of the class
         or classes of stock then set aside for the Plan, each Optionee shall be
         entitled to the same rights or warrants on the same basis as holders of
         the outstanding shares with respect to such portion of his Option as is
         exercised on or prior to the record date for determining shareholders
         entitled to receive or exercise such rights or warrants.

         7.2 Reorganization. Subject to any required action by the shareholders,
if the Company shall be a party to any reorganization involving merger,
consolidation, acquisition of the Common Stock or acquisition of the assets of
the Company (other than an initial public offering of the Common Stock) that
does not constitute a Change in Control of the Company, the Committee, in its
discretion, may declare that:

             (a) any Option granted but not yet exercised shall pertain to
         and apply, with appropriate adjustment as determined by the Committee,
         to the securities of the resulting corporation to which a holder of the
         number of shares of the Common Stock subject to such Option would have
         been entitled;

             (b) any or all outstanding Options granted hereunder shall
         become immediately nonforfeitable and fully exercisable (to the extent
         permitted under federal or state securities laws); and/or

             (c) any or all Options granted hereunder shall become
         immediately nonforfeitable and fully exercisable (to the extent
         permitted under federal or state securities laws) and are to be
         terminated after giving at least 30 days' notice to the Optionees to
         whom such Options have been granted.

         7.3 Dissolution and Liquidation. If the Board adopts a plan of
dissolution and liquidation that is approved by the shareholders of the Company,
the Committee shall give each Optionee written notice of such event at least ten
days prior to its effective date, and the rights of all Optionees shall become
immediately exercisable (to the extent permitted under federal or state
securities laws).

         7.4 Limits on Adjustments. Any issuance by the Company of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of the Common Stock subject to any Option, except as
specifically provided otherwise in this Article. The grant of Options pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate or dissolve, or to liquidate,
sell or transfer all or any part of its business or assets. All adjustments the
Committee makes under this Article shall be conclusive.


                                   ARTICLE 8
                AGREEMENT BY OPTIONEE AND SECURITIES REGISTRATION

                                       12
<PAGE>   14

         8.1 Agreement. If, in the opinion of counsel to the Company, such
action is necessary or desirable, no Options shall be granted to any Optionee,
and no Option shall be exercisable, unless, at the time of grant or exercise, as
applicable, such Optionee (i) represents and warrants that he will acquire the
Common Stock for investment only and not for purposes of resale or distribution,
and (ii) makes such further representations and warranties as are deemed
necessary or desirable by counsel to the Company with regard to holding and
resale of the Common Stock. The Optionee shall, upon the request of the
Committee, execute and deliver to the Company an agreement or affidavit to such
effect. Should the Committee have reasonable cause to believe that such Optionee
did not execute such agreement or affidavit in good faith, the Company shall not
be bound by the grant of the Option or by the exercise of the Option. All
certificates representing shares of Common Stock issued pursuant to the Plan
shall be marked with the following restrictive legend or similar legend, if such
marking, in the opinion of counsel to the Company, is necessary or desirable:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE. ACCORDINGLY, THESE SHARES MAY NOT BE SOLD, HYPOTHECATED,
         PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         AND ANY APPLICABLE SECURITIES LAWS OR REGULATIONS OF ANY STATE WITH
         RESPECT TO SUCH SHARES, (II) IN ACCORDANCE WITH SECURITIES AND EXCHANGE
         COMMISSION RULE 144, OR (III) UPON THE ISSUANCE TO THE CORPORATION OF A
         FAVORABLE OPINION OF COUNSEL OR THE SUBMISSION TO THE CORPORATION OF
         SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE CORPORATION THAT SUCH
         PROPOSED SALE, ASSIGNMENT, ENCUMBRANCE OR OTHER TRANSFER WILL NOT BE IN
         VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
         SECURITIES LAWS OF ANY STATE OR ANY RULES OR REGULATIONS THEREUNDER.
         ANY ATTEMPTED TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED
         HEREBY WHICH IS IN VIOLATION OF THE PRECEDING RESTRICTIONS WILL NOT BE
         RECOGNIZED BY THE CORPORATION, NOR WILL ANY TRANSFEREE BE RECOGNIZED AS
         THE OWNER THEREOF BY THE CORPORATION.

If the Common Stock is (A) held by an Optionee who is not an "affiliate," as
that term is defined in Rule 144 of the 1933 Act, or who ceases to be an
"affiliate," or (B) registered under the 1933 Act and all applicable state
securities laws and regulations as provided in Section 8.2, the Committee, in
its discretion and with the advice of counsel, may dispense with or authorize
the removal of the restrictive legend set forth above or the portion thereof
which is inapplicable.

         8.2 Registration. In the event that the Company in its sole discretion
shall deem it necessary or advisable to register, under the 1933 Act or any
state securities laws or regulations, any shares with respect to which Options
have been granted hereunder, then the Company shall take such action at its own
expense before delivery of the shares to an Optionee. In such event, and if the
shares of Common Stock of the Company shall be listed on any national securities

                                       13
<PAGE>   15

exchange or on NASDAQ at the time of the exercise of any Option, the Company
shall make prompt application at its own expense for the listing on such stock
exchange or NASDAQ of the shares of Common Stock to be issued.


                                   ARTICLE 9
                                 EFFECTIVE DATE

         The Plan shall be effective as of the Effective Date, and no Options
shall be granted hereunder prior to said date. Adoption of the Plan shall be
approved by the shareholders of the Company within twelve (12) months after the
adoption of the Plan by the Board. Shareholder approval shall be made by a
majority of the votes cast at a duly held meeting at which a quorum representing
a majority of all outstanding voting stock is, either in person or by proxy,
present and voting on the Plan, or by the written consent in lieu of a meeting
of the holders of a majority of the outstanding voting stock or such greater
number of shares of voting stock as may be required by the Company's articles or
certificate of incorporation and bylaws and by applicable law. Failure to obtain
such approval shall render the Plan and any Options granted hereunder null and
void ab initio.


                                   ARTICLE 10
                            AMENDMENT AND TERMINATION

         10.1 Amendment and Termination By the Board. Subject to Section 10.2
below, the Board shall have the power at any time to add to, amend, modify or
repeal any of the provisions of the Plan, to suspend the operation of the entire
Plan or any of its provisions for any period or periods or to terminate the Plan
in whole or in part. In the event of any such action, the Committee shall
prepare written procedures which, when approved by the Board, shall govern the
administration of the Plan resulting from such addition, amendment,
modification, repeal, suspension or termination.

         10.2 Restrictions on Amendment and Termination. Notwithstanding the
provisions of Section 10.1 above, the following restrictions shall apply to the
Board's authority under Section 10.1 above:

              (a) Prohibition Against Adverse Affects on Outstanding
         Options. No addition, amendment, modification, repeal, suspension or
         termination shall adversely affect, in any way, the rights of the
         Optionees who have outstanding Options without the consent of such
         Optionees;

              (b) Shareholder Approval Required for Certain Modifications.
         No modification or amendment of the Plan may be made without the prior
         approval of the shareholders of the Company if such modification or
         amendment would cause the applicable portions of the Plan to fail to
         qualify as an ISO plan pursuant to Code ss.422, such modification or
         amendment would materially increase the number of securities which may
         be issued under the Plan, or such modification or amendment would

                                       14
<PAGE>   16

         materially modify the requirements as to eligibility for participation
         in the Plan. The preceding sentence shall be interpreted in accordance
         with the provisions of paragraph (b)(2) of Rule 16b-3 of the 1934 Act.
         Shareholder approval shall be made by a majority of the votes cast at a
         duly held meeting at which a quorum representing a majority of all
         outstanding voting stock is, either in person or by proxy, present and
         voting, or by the written consent in lieu of a meeting of the holders
         of a majority of the outstanding voting stock or such greater number of
         shares of voting stock as may be required by the Company's articles or
         certificate of incorporation and bylaws and by applicable law;
         provided, however, that for modifications described in clauses (ii),
         (iii) and (iv) above, such shareholder approval, whether by vote or by
         written consent in lieu of a meeting, must be solicited substantially
         in accordance with the rules and regulations in effect under Section
         14(a) of the 1934 Act as required by paragraph (b)(2) of Rule 16b-3 of
         the 1934 Act.


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

         11.1 Application of Funds. The proceeds received by the Company from
the sale of the Common Stock subject to the Options granted hereunder will be
used for general corporate purposes.

         11.2 Notices. All notices or other communications by an Optionee to the
Committee pursuant to or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

         11.3 Term of Plan. Subject to the terms of Article 10, the Plan shall
terminate upon the later of (i) the complete exercise or lapse of the last
outstanding Stock Right, or (ii) the last date upon which Options may be granted
hereunder.

         11.4 Compliance with Rule 16b-3 and Code Section 162(m). This Plan is
intended to be in compliance with the requirements of Rule 16b-3 as promulgated
under Section 16 of the 1934 Act. In addition, this Plan is intended to be in
compliance with the requirements for exemption of grants under Code Section
162(m).

         11.5 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Georgia.

         11.6 Additional Provisions By Committee. The Option Agreements
authorized under the Plan may contain such other provisions, including, without
limitation, restrictions upon the exercise of an Option, as the Committee shall
deem advisable.

         11.7 Plan Document Controls. In the event of any conflict between the
provisions of an Option Agreement and the Plan, the Plan shall control.

                                       15
<PAGE>   17

         11.8  Gender and Number. Wherever applicable, the masculine pronoun
shall include the feminine pronoun, and the singular shall include the plural.

         11.9  Headings. The titles in this Plan are inserted for convenience of
reference; they constitute no part of the Plan and are not to be considered in
the construction hereof.

         11.10 Legal References. Any references in this Plan to a provision of
law which is, subsequent to the Effective Date of this Plan, revised, modified,
finalized or redesignated, shall automatically be deemed a reference to such
revised, modified, finalized or redesignated provision of law.

         11.11 No Rights to Employment. Nothing contained in the Plan, or any
modification thereof, shall be construed to give any individual any rights to
employment with the Company or any parent or subsidiary corporation of the
Company.

         11.12 Unfunded Arrangement. The Plan shall not be funded, and except
for reserving a sufficient number of authorized shares to the extent required by
law to meet the requirements of the Plan, the Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any grant under the Plan.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer, as of the 1st day of January, 2000.

                                      TRX, INC.

                                      By:
                                         ----------------------------------

                                      Title:
                                            -------------------------------





                ADOPTED BY BOARD OF DIRECTORS ON JANUARY 13, 2000
                 APPROVED BY SHAREHOLDERS AS OF FEBRUARY 4, 2000



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