<PAGE>

                                                                   EXHIBIT 10.23



                              DATED
                          ------------------------------------






                              BONVENO.COM LIMITED                    (1)

                                       and

                              ORBITTRAVEL.COM, INC.                  (2)





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

                               OPERATIONAL AGREEMENT


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







                                   Wragge & Co
<PAGE>

                                    CONTENTS
                                    --------

Clause                               Heading                              Page


1   Definitions..............................................................4

2   Scope & Terms of Agreement...............................................9

3   Orbittravel's Obligations................................................9

4   Licence.................................................................11

5   Software Maintenance....................................................12

6   Central Equipment Services..............................................13

7   Product Support.........................................................13

8   Operational Services....................................................15

9   Assignment of Existing Content..........................................15

10  Trade Marks.............................................................16

11  Fees and Payment........................................................16

12  Warranties..............................................................16

13  Escrow..................................................................18

14  Confidentiality.........................................................18

15  Force Majeure...........................................................19

16  Termination.............................................................19

17  Consequences of Termination.............................................20

18  Assignment..............................................................21

19  General.................................................................21

20  Notices.................................................................22

21  Dispute Resolution Procedure............................................23

22  Law.....................................................................23

23  Jurisdiction............................................................23

Schedule 1..................................................................25
<PAGE>

Schedule 2..................................................................27

Schedule 3..................................................................28

Schedule 4..................................................................29

Schedule 5..................................................................30

Schedule 6..................................................................34

Schedule 7..................................................................45
<PAGE>

THIS AGREEMENT is made on       BETWEEN



(1)      BONVENO.COM LIMITED (Registered in England No. 3831828) whose
         registered office is at Renaissance House, Foundation Park, Maidenhead,
         SL6 3UD ("Bonveno"); and

(2)      ORBITTRAVEL.COM, INC., a body corporate organised and existing under
         the laws of Delaware, U.S.A., having its principal place of business at
         100 Second Street East, Whitefish, MT 59937 ("Orbittravel").

WHEREAS:

(A)      Together with Web Travel Systems Limited the parties are members of a
         joint venture agreement (the "JV Agreement") and Bonveno is the joint
         venture company for providing and marketing an internet based travel
         and leisure booking system to businesses and consumers in the European
         Territory.

(B)      Orbittravel is, under this agreement, providing support, licences and
         maintenance for the European Specific Software, and development,
         support, licences and maintenance for the Global Product (the
         "Agreement").

(C)      Orbittravel is, under an agreement of today's date, providing software
         development to Bonveno for the European Specific Software (the
         "European Specific Software Development Agreement").

(D)      Orbittravel and Bonveno have also agreed, under an agreement of today's
         date, a management structure, marketing policy, content sharing and
         distribution policy (the "Management Agreement").

In consideration of the mutual covenants and undertakings set out below THE
PARTIES AGREE as follows:

1        Definitions
         -----------

1.1      In this Agreement unless the context otherwise requires:

         "Additional Services" means those services to be provided by
         Orbittravel as detailed in the Management Agreement;

         "Application Software" means Orbittravel's proprietary software that
         will be utilised as components of the Bonveno Service; specifically the
         applications commercially marketed by Orbittravel as "Travelfile" and
         any subsequent developments or enhancements of it and the New
         Development Programs;

         "Bonveno Service" means the service provided using the version of the
         Global Product, incorporating the European Specific Software, and
         related New Development Programs that is to be distributed, marketed
         and used in the European Territory;

         "Business Day" means a day (other than a Saturday or Sunday) on which
         the banks are ordinarily open for business in the City of London;
<PAGE>

         "Central Equipment" means all the hardware required to run the Programs
         which includes, but is not limited to, central processing systems,
         storage facilities, power supplies, modems, communications interfaces
         (excluding public telecommunications lines), other Input/output devices
         such as printers, specialist (ticket) printers, scanners, and any
         related monitoring and diagnostic systems; where either:

         1) it is based in United States of America and is under the control of
            Orbittravel;

         2) it is based in the European Territory and relates to Orbittravel's
            contract with a third party outside the scope of the Agreement;

         "Central Equipment Services" means the maintenance of the Central
         Equipment in accordance with Clause 6;

         "Central Equipment Services Fee" means the fee payable in accordance
         with Schedule 2 for the Central Equipment Services;

         "Change Control Procedures" are those procedures to be agreed in
         writing between the parties to be undertaken by the parties to amend
         the Product Plan, which procedures shall include (but not be limited
         to), the preparation of a change request form by one party, and the
         examination and approval of such form by the other;

         "Change Control Documentation" are those documents which detail the
         nature of a requested change to the Product Plan, as set forth in the
         Change Control Procedures;

         "Client Side Application" means software developed by Orbittravel for
         use by the customer on the customer's systems with the Global Product;

         "Commencement Date" means

         "Confidential Information" means secret or confidential commercial,
         financial, marketing, technical or other information, know-how, trade
         secrets and other information in any form or medium whether disclosed
         orally or in writing before or after the date of this Agreement,
         together with any reproductions of such information in any form or
         medium or any part(s) of this information (and "confidential" means
         that the information, either in its entirety or in the precise
         configuration or assembly of its components, is not publicly
         available);

         "Content" means travel and leisure information relating to the areas
         and in the format identified in Schedule 5 of the Management Agreement
         or as agreed in writing from time to time between the parties, to be
         shared as set out in Schedule 5 of the Management Agreement, and
         divided between Territory Content and the Extra-Territory Content;

         "Content Providers" means organisations that are providing the Content
         to be included within the Programs, including but not limited to,
         organisations such as hotel chains, car hire companies, airlines, rail
         and ferry companies;
<PAGE>

         "Defect" means any defect or deficiency in the Programs or any other
         software supplied by Orbittravel under this Agreement which renders it
         non-compliant with the requirements of the functional specifications;

         "Development Services" means the development services that are to be
         provided by Orbittravel for the development of the Global Product;

         "Development Schedule" means the schedule for the development testing
         and implementations of this New Development Software and Central
         Equipment contained within the Product Plan;

         "Documentation" means the operating manuals, user instructions,
         technical literature and all other related materials (including without
         limitation, the functional specification) supplied to Bonveno by
         Orbittravel for aiding the use and modification of the European
         Specific Software and Global Product or Application Software as
         corrected or modified from time to time pursuant to any provision of
         this Agreement;

         "European Specific Software" means those parts of the Bonveno Service
         that distinguish it from the Global Product, as defined as Developments
         in the European Specific Software Agreement;

         "European Territory" means the territory specified in Part 1 of
         Schedule 1 of the Management Agreement;

         "Extra-Territory Content" means the Content relating to territories
         outside the European Territory;

         "Fees" means the charges and fees specified in Schedule 2 for the
         Services to be provided under this Agreement;

         "Force Majeure" means any event outside the reasonable control of
         either party affecting its ability to perform any of its obligations
         (other than payment) under this Agreement including Act of God, fire,
         flood, lightning, war, revolution, act of terrorism, riot or civil
         commotion, strikes, lock-outs or other industrial action, whether of
         the affected party's own employees or others, failure of supplies of
         power, fuel, transport, equipment, raw materials or other goods or
         services excluding virus attacks, worms and other such unauthorised
         programs;

         "Global Product" means the System Software, Host Software and
         Application Software (including Client Side Applications and New
         Development Programs);

         "Global Systems" means the Central Equipment, and Global Product and
         any other software and hardware used in relation to the Global Product;

         "Group" means in relation to any company that company and every other
         company which is for the time being a subsidiary or holding company of
         that company or a subsidiary of any such holding company (and the terms
         "subsidiary" and "holding company" shall have the meanings given to
         them by Sections 736 and 736A of the Companies Act 1985);
<PAGE>

         "Host Software" means the software that is to be licensed to
         Orbittravel and Bonveno from Web Traveller Systems and provides access
         to Global Distribution Systems and airline reservation systems, and is
         external to the Application Software or such other software as the
         parties may agree from time to time;

         "Intellectual Property Rights" means any patent, copyright (including
         rights in computer programs), database right, moral right, design
         right, registered design, trade mark, service mark, know-how, utility
         model, unregistered design or, where relevant, any application for any
         such right, or other industrial or Intellectual Property Rights
         subsisting;

         "Joint Steering Committee" has the meaning set out in the Management
         Agreement;

         "Licence" means the software licence granted under Clause 4 of this
         Agreement;

         "Location" means such physical location of the Global Product and the
         European Specfic Software as the parties agree from time to time;

         "Major Disaster" means any Act of God, fire, flood, lightning, war,
         explosion, revolution, act of terrorism, earthquake or other
         significant disaster excluding communications failures;

         "Modifications" means any upgrading, modifying or re-writing of the
         Programs (excluding the New Development Programs);

         "Month" means a calendar month;

         "New Development Programs" means those programs (excluding the European
         Specific Software) to be developed by Orbittravel in accordance with
         the Product Strategy;

         "Operations Fee" means the fees specified in Schedule 2 and payable by
         Bonveno to Orbittravel for providing the Operational Services under
         this Agreement;

         "Operational Services" means the operational services to be provided by
         Orbittravel in accordance with Clause 8 and as specified in Schedule 5;

         "Product Plan" means the document owned, created and maintained by
         Orbittravel which provides a high level functional specification of the
         Programs in accordance with the Product Strategy Document.

         "Product Requirement Specification" means the functional requirements
         of the Programs produced in accordance with the direction of the Joint
         Steering Committee which describes the functionality, performance and
         other aspects of the Bonveno Service and/or Global Product and/or New
         Development Programs and which shall be deemed to include any
         corrections or modifications made from time to time pursuant to any
         provision of this Agreement;
<PAGE>

         "Product Strategy" means the agreed future development of the Programs
         set out in Schedule 4 and as amended and updated from time to time by
         agreement in writing between the parties;

         "Programs" means the European Specific Software and/or the Global
         Product;

         "Release Note" means a description of the relevant New Development
         Programs (or any other new development) including details of its
         intended function, any uncorrected defects and any amendments or
         modifications to enhance the operation of the Programs;

         "Support Hours" means between the hours of 0700 to 1800 GMT Monday to
         Friday and 0800 to 1300 GMT Saturdays;

         "Service Levels" means the service levels relating to the Services set
         out in Schedule 3;

         "Services" means the Central Equipment Services, Operational Services,
         Development Services and Maintenance Services;

         "Software Maintenance" means the software maintenance services set out
         in Clause 5;

         "Software Maintenance Fee" means the fee payable by Bonveno to
         Orbittravel for Software Maintenance Services in accordance with
         Schedule 2;

         "Support Line" means the telephone number to be agreed in writing
         between the parties used by Bonveno for reporting a Defect;

         "System Software" means third party software which supplies standard
         and system-level functionality, including but not limited to operating
         systems, data management systems, web site infrastructure,
         communications stacks and backup/restore utilities;

         "Territory Content" means the Content within the European Territory;

         "Training Plan" means the training in the use of the Programs to be
         provided by Orbittravel for Bonveno's staff, the details of which are
         set out in Schedule 7

         "Use" means to load, store, run, display and use any software program
         provided by Orbittravel in accordance with the terms of this Agreement;

         "Web Travel Systems" means Web Travel Systems Limited (Registered in
         England No.02070671) whose registered office is at Web Travel Systems
         Limited, 4 Roxborough Way, Foundation Park, Maidenhead, Berks, SL6 3UD

         "Year" means a period of twelve months commencing on the Commencement
         Date and on each successive anniversary of the Commencement Date and
         ending on the day before each successive anniversary of the
         Commencement Date;

   1.2   The headings to clauses are inserted for convenience only and shall not
         affect the interpretation or construction of this Agreement.
<PAGE>

1.3      Words imparting the singular shall include the plural and vice versa.
         Words imparting a gender include every gender and references to persons
         include an individual, company, corporation, firm or partnership.

1.4      All sums payable under this Agreement are exclusive of VAT or any other
         applicable tax or duty payable upon such sums which shall be added if
         appropriate at the rate prevailing at the relevant tax point.

1.5      The words and phrases "other", "including" and "in particular" shall
         not limit the generality of any preceding words or be construed as
         being limited to the same class as any preceding words where a wider
         construction is possible.

1.6      References to any statute or statutory provision shall include (i) any
         subordinate legislation made under it, (ii) any provision which it has
         modified or re-enacted (whether with or without modification), and
         (iii) any provision which subsequently supersedes it or re-enacts it
         (whether with or without modification).

1.7      All references in this Agreement to Clauses, and Schedules are to the
         clauses, and schedules to this Agreement unless otherwise stated.

2        Scope & Terms of Agreement
         --------------------------

2.1      In consideration for the Fees:

         (a)      Bonveno appoints Orbittravel, and Orbittravel accepts
                  appointment, to provide the Services at the specified Service
                  Levels where appropriate in accordance with the relevant
                  provisions of this Agreement; and

         (b)      Orbittravel hereby agrees to grant Bonveno a licence to use
                  the Programs and the New Development Programs and European
                  Specific Software on the terms set out in Clause 4 commencing
                  on the Commencement Date and continuing for the term of this
                  Agreement, in accordance with the provisions of this
                  Agreement. .

2.2      This Agreement shall come into force on the Commencement Date and
         (subject to the provisions for earlier termination in Clause 16 below),
         and with the exception of the Licence which shall continue perpetually,
         shall continue in force for the duration of the Joint Venture Agreement
         and thereafter unless and until either party gives to the other not
         less than 6months' prior written notice of termination given at any
         time after such termination.

3        Orbittravel's Obligations
         -------------------------

3.1      Orbittravel hereby agrees to:

         (a)      prepare and write the Product Requirement Specifications as
                  determined by the Joint Steering Committee;

         (b)      prepare and write the Product Plan;
<PAGE>

         (c)      develop, test, enhance, maintain and upgrade the Global System
                  in accordance with the Product Strategy and Product Plan;

         (d)      install and test the Programs on the Central Equipment;

         (e)      develop, test and provide the New Development Programs ready
                  for Use in accordance with Product Strategy and Product Plan
                  by the dates set out in the Development Schedule;

         (f)      provide the Documentation and training on the Programs in
                  accordance with the Training Plan; and

         (g)      provide the Services and Additional Services

         upon the terms and conditions of this Agreement and in accordance with
         the Service Levels where appropriate.

3.2      Orbittravel will, at the direction and request of the Joint Steering
         Committee produce Product Requirement Specifications for each requested
         element of the New Development Programs in co-operation, where
         applicable with Bonveno.

3.3      Orbittravel will develop and produce the Product Plan in accordance
         with the Product Strategy and incorporating the Product Requirement
         Specifications and the Development Schedule in accordance with the
         priorities set out in the Product Strategy and as directed by the Joint
         Steering Committee from time to time.

3.4      The Product Plan will be submitted to the Joint Steering Committee for
         approval. Without undue delay, Orbittravel will incorporate any
         amendments required by the Joint Steering Committee to the Product
         Plan, in accordance with the Change Control Procedures.

3.5      Once approval from the Joint Steering Committee has been granted,
         Orbittravel will implement the Product Plan in accordance with the
         Development Schedule.

3.6      Changes to the Product Plan may be requested by either party from time
         to time through their respective Key Points of Contact (as defined in
         the Management Agreement). All such requested changes shall be
         submitted utilising the Change Control Procedures. In the event that
         the Key Points of Contact are unable to agree on the nature of the
         requested changes, the matter shall be submitted to the Joint Steering
         Committee.

3.7      The Product Plan will be reviewed by the Joint Steering Committee every
         three months from the Commencement Date and, in the event the Joint
         Steering Committee requires changes to the Product Plan, it shall
         communicate the request utilising the Change Control Procedures.
         Following its receipt of a valid change control document, Orbittravel
         shall incorporate the requested changes into an amended Product Plan
         and present the same to the Joint Steering Committee within the time
         frame set forth in the change control document.
<PAGE>

3.8      Orbittravel will develop the New Development Programs in accordance
         with the Product Requirement Specifications, the Product Plan and the
         Development Schedule

3.9      Upon actual approval of the Product Plan, Orbittravel will commence the
         developments in accordance with the Product Plan and the Development
         Schedule and where appropriate any Additional Development
         Specifications

3.10     Orbittravel shall have full responsibility for testing the New
         Development Software on the Central Equipment and in connection with
         System Software, Host Software, Application Software and European
         Specific Software and full end-to-end System testing before release.
         Bonveno shall provide appropriate staff to assist Orbittravel in
         testing responsibilities.

3.11     Orbittravel will perform regression testing as necessary to ensure that
         all software releases are valid at both the component level and system
         level.

3.12     Orbittravel will be responsible for ensuring that each item of New
         Development Software is compatible with each other, the Programs and
         the Central Equipment.

3.13     Orbittravel shall be responsible for integration of the New Development
         Programs, the System Software, Host Software, Application Software and
         European Specific Software to form the Bonveno Service.

3.14     Orbittravel will incorporate into the Programs the New Development
         Programs ready for Use by Bonveno on the implementation dates
         identified in the Development Schedule. Each New Development Program
         will, from its implementation date, be licensed to Bonveno in
         accordance with Clause 4 below.

3.15     Orbittravel will issue a Release Note at least 2 weeks prior to the
         relevant implementation.

3.16     From each respective implementation date the relevant New Development
         Program will form part of the Global Product and be treated for all
         purposes as such.

3.17     Out-of-pocket, travel & subsistence expenses incurred by Orbittravel in
         the performance of its duties under this Agreement shall be reimbursed
         by Bonveno, providing they are pre-approved by Bonveno, such approval
         not to be unreasonably withheld or delayed.

4        Licence
         -------

4.1      In consideration of Bonveno entering into the JV Agreement:

         (a)      Orbittravel hereby grants to Bonveno a personal,
                  non-assignable, exclusive, irrevocable, perpetual,
                  royalty-free, fully paid-up licence, to Use the European
                  Specific Software in the Bonveno Service, any Modifications or
                  developments to such software and to promote,
<PAGE>

                  distribute, market and offer the Bonveno Service in the
                  European Territory; and

         (b)      Orbittravel hereby grants to Bonveno a personal,
                  non-assignable, non-exclusive, irrevocable, perpetual, royalty
                  free, fully-paid-up licence to Use the Global Product and any
                  developments or Modifications to the Global Product under this
                  Agreement and the European Specific Software in the Bonveno
                  Service throughout the world.

4.2      The Licence granted herein extends to use of the Programs, any
         Modifications or developments made by Orbittravel in connection with
         the Programs, and any Documentation associated with the Programs. No
         licence is granted under this Agreement to use any other product or
         proprietary technology of Orbittravel. No licence is granted to prepare
         make, or have made derivatives based on the Programs, no right to grant
         sub licences to any third party or parties is granted under this
         Agreement other than for the operation and provision of the Bonveno
         Service as envisaged by this Agreement and the Management Agreement.

4.3      Bonveno and its employees, agents, representatives, and assigns, shall
         not do any of the following, each of which constitute an unlicenced use
         of the licenced Programs:

         (a)      Duplicate, manufacture, copy, or reproduce the licenced
                  Programs, in whole or in part, except that Bonveno may make
                  one copy for backup and archival purposes;

         (b)      Modify, adapt, translate, reverse engineer, decompile, or
                  disassemble components of the Programs.

4.4      Orbittravel hereby agrees to provide operating manuals and training
         relating to the Programs upon the terms and conditions contained in
         this Agreement

4.5      Orbittravel grants Bonveno a licence and right to use, edit, copy,
         duplicate and convert into electronic or hard-copy from any part or all
         of the Documentation subject to Clause 14, Orbittravel also agrees that
         Bonveno may use the Documentation for training purposes.

5        Software Maintenance
         --------------------

         During the term of this Agreement Orbittravel shall provide Bonveno
         with each of the following maintenance services:

5.1      Error correction
         ----------------

         During the term of this Agreement, Orbittravel will correct all Defects
         reported by Bonveno through the Support Line as follows:

         (a)      Fault Reporting.

         (b)      Fix Options and Solutioning.
<PAGE>

         (c)      Estimation and prioritisation.

         (d)      Scheduling.

         (e)      Escalation Procedures.

         (f)      Fix Reports and Status Reports.

         (g)      Testing.

         (h)      Support Correction.

5.2      Enhancements to the Global Product
         ----------------------------------

         (a)      Upon Orbittravel creating or developing Modifications to the
                  Global Product, Orbittravel will:

                  (i)      provide reasonable advance notice and information to
                           Bonveno of the planned modifications to the Global
                           Product and the consequences or likely consequences
                           of such modifications on the Bonveno Service
                           (including but not limited to details of
                           functionality and performance consequences of the
                           Programs);

                  (ii)     automatically licence any and all Modifications to
                           Bonveno, on the same terms as the Licence for the
                           Programs granted by this Agreement in Clause 4.

                  (iii)    provide appropriate Documentation, and if necessary,
                           train appropriate members of the Bonveno prior to the
                           Modifications becoming effective.

5.3      Training
         --------

         Orbittravel undertakes to provide training in the use of the Programs
         in accordance with the Training Plan in Schedule 6.

6        Central Equipment Services
         --------------------------

6.1      Orbittravel shall provide maintenance to the Central Equipment in
         accordance with details of the Services set out in Schedule 1 and with
         the Service Levels set forth in Schedule 3.

7        Product Support
         ---------------

7.1      In addition to the support and maintenance services supplied by
         Orbittravel in clauses 5 and 6, Orbittravel shall provide, in
         conjunction with Bonveno, support for users and Content Providers of
         the Bonveno Service as set out below:
<PAGE>

(a)      Help Desk. Bonveno shall provide a first line product support service
         in the European Territory in the form of a Helpdesk (the "Helpdesk").
         The Helpdesk shall, during the Support Hours, offer the following
         services:

         (i)      Direct telephone support for travel agents, suppliers and
                  distributors only. Local rate calls will be provided for
                  larger customers; national and international rate calls may be
                  provided for smaller customers. The Helpdesk personnel will be
                  proficient in a number of European languages.

         (ii)     Email support for travel agents, suppliers and distributors.
                  The Helpdesk shall support an email service for dealing with
                  support issues.

         (iii)    Email support for individual consumers. The Helpdesk shall
                  support an email service for dealing with support issues.

         (iv)     Fault tracking reporting and resolution system. Any Central
                  Equipment Defects or Defects in the Programs shall be dealt
                  with in accordance with Clauses 5 and 6.

(b)      Second Line Support. Bonveno and Orbittravel shall provide technical
         and application back-up for the Helpdesk, either by telephone or by
         email, during the Support Hours, through suitable second line support
         personnel:

         i)       Calls will be made from Bonveno to Orbittravel through direct
                  line, pager or email. Orbittravel personnel shall deal with
                  the Helpdesk, not the end user.

         ii)      Orbittravel shall respond with an acknowledgement within 30
                  minutes

         iii)     Orbittravel shall respond with an appropriate answer within 4
                  hours

         iv)      If no answer can be found within 4 hours, Orbittravel shall
                  respond with the timeframe it expects to answer the
                  questions/issues.

         v)       Problem logs will be routed to the appropriate person if an
                  online problem is found. Full procedures for problem logs will
                  be decided between the parties and documented.

(c)      Online User Group. Orbittravel will establish an online user group
         forum feature in accordance with the Product Plan that will be
         accessible by Bonveno Service users and which shall address typical
         issues faced by the user community. Within this service, Orbittravel
         shall provide a section on "Frequently Asked Questions" that will be
         regularly updated by both parties
<PAGE>

8        Operational Services
         --------------------

8.1      In consideration for the payment of the Operational Service Fee,
         Orbittravel shall provide Bonveno, and where appropriate, Bonveno shall
         provide to Orbittravel the Operational Services specified in Schedule
         5.

8.2      Each party shall use all reasonable efforts to obtain and maintain
         Content, in accordance with the specification in Schedule 5, and to
         obtain Content or contract to include such Content in the Programs.

8.3      Both Bonveno and Orbittravel shall use all reasonable efforts to
         promptly supply and maintain up-to-date the Content in the Programs.

8.4      Bonveno will, in accordance with the Product Strategy, be provided with
         the facility online to directly input, manipulate, amend and delete
         Territory Content but shall not amend any Extra-Territory Content.

8.5      All Intellectual Property Rights in the Extra-Territory Content shall
         vest in Orbittravel absolutely, and Bonveno hereby assigns by way of
         assignment of all present and future Intellectual Property Rights all
         such rights as it has in the Extra-Territory Content to Orbittravel,
         and, in so far as it is not so able hereby to assign such rights, it
         undertakes to assign such rights as and when they are created and to do
         all acts and execute all agreements necessary to vest such rights in
         Orbittravel.

8.6      Bonveno is hereby granted a personal, non-assignable irrevocable
         perpetual royalty-free world-wide non-exclusive licence to use the
         Extra-territory Content for the purposes of the Bonveno System.

8.7      All Intellectual Property Rights in the Territory Content shall vest in
         Bonveno absolutely, and Orbittravel hereby assigns by way of assignment
         of present and future Intellectual Property Rights all such rights as
         it has in the Territory Content to Bonveno, and in so far as it is not
         so able hereby to assign such rights, it undertakes to assign such
         rights as and when they are created and to promptly do all acts and
         execute all agreements necessary to vest such rights in Bonveno.

8.8      Orbittravel is hereby granted a personal, non-assignable, irrevocable,
         perpetual, royalty-free, non-exclusive licence to use the Territory
         Content outside the European Territory for the purpose of any
         Orbittravel product. Orbittravel undertakes that neither it or any
         member of its Group will use the Territory Content without Bonveno's
         prior consent which shall not be unreasonably withheld.

9        Assignment of Existing Content
         ------------------------------

9.1      Orbittravel hereby assigns, or undertakes to assign on renewal of the
         relevant contract, its existing Territory Content to Bonveno and any
         Intellectual Property Rights in such Content in accordance with Clause
         8.7 above.
<PAGE>

9.2      Bonveno hereby assigns, or undertake to assign on renewal of the
         relevant contract, its existing Extra Territory Content, to Orbittravel
         and any Intellectual Property Rights in it in accordance with Clause
         8.5 above.

10       Trade Marks
         -----------

10.1     Orbittravel grants Bonveno a non-exclusive licence and right to use the
         names "Travelfile", "TourTek" and "Orbittravel" and their associated
         logos and any future trade marks used in or relating to the Global
         Product in Bonveno's sales and marketing literature subject to prior
         approval of each such use by Orbittravel which shall not be
         unreasonably withheld or delayed.

10.2     Bonveno grants Orbittravel a non-exclusive licence and right to use the
         Bonveno name logos any future trade marks used in or relating to the
         Bonveno Service in Orbittravel's sales and marketing literature subject
         to prior approval of each such use by Bonveno which shall not be
         unreasonably withheld or refused.

11       Fees and Payment
         ----------------

11.1     Bonveno shall pay the Fees to Orbittravel as set out and in the manner
         specified in Schedule 2.

12       Warranties
         ----------

12.1     Orbittravel represents and warrants to Bonveno that:

         Programs:
         --------

         (a)      the Application Software, System Software, Host Software,
                  Bonveno Service, European Specific Software (when developed)
                  and New Development Programs (when developed) will interface
                  correctly with each other and with the Central Equipment,
                  error free, without Defect, to form the Programs that will
                  operate correctly, error free and without Defect;

         (b)      the Programs provide the facilities and functions set out in
                  their respective Product Specification Requirements, Product
                  Strategy and Product Plans as appropriate; and

         (c)      the Documentation and the Training Plan will provide adequate
                  instructions to enable Bonveno to make full and proper use of
                  the Programs.

         Application Software and New Development Programs:
         --------------------------------------------------

         (d)      it has the right to market, support, develop and supply to
                  Bonveno the Application Software and New Development Programs
                  and related Documentation and such modifications to the
                  Application Software or New Development Programs and related
                  Documentation as may be provided for under this Agreement;
<PAGE>

         (e)      none of the Application Software or New Development Programs
                  infringe nor will the Use of the same by Bonveno or its agents
                  or customers in accordance with this Agreement cause Bonveno
                  to infringe any third party's Intellectual Property Rights;

         (f)      neither the performance nor functionality nor accuracy of the
                  Application Software or New Development Programs is or shall
                  be adversely affected by dates prior to, during and after the
                  Year 2000.

         (g)      the Application Software or New Development Programs contain
                  or shall contain no material errors or Defects.

         (h)      the New Development Programs shall provide the facilities and
                  functions set out in their respective Product Specification
                  Requirements, Product Strategy and Product Plans as
                  appropriate.

         Host Software
         -------------

         (i)      it has the right to market, support and supply to Bonveno the
                  Host Software and related Documentation;

         (j)      it will automatically assign to Bonveno such benefit as it is
                  able to pass on of any warranties received from Web Traveller
                  Systems in the licence granted to Orbittravel.

         System Software
         ---------------

         (k)      it has the right to use the System Software and related
                  Documentation to comply with its obligations under this
                  Agreement;

         European Specific Software
         --------------------------

         (l)      the European Specific Software, upon completion of the
                  relevant Development Schedule, in accordance with the phases
                  shall be complete in all respects and shall perform the
                  functions described in the agreed Product Plan and Technical
                  Documents;

         (m)      it has the right to market, support, develop and supply to
                  Bonveno the European Specific Software and related
                  Documentation as may be provided for under this Agreement;

         (n)      no element of the European Specific Software infringes, nor
                  will the use of the same by Bonveno or its agents or customers
                  in accordance with this Agreemnt cause Bonveno to infringe any
                  third party's Intellectual Property Rights;

         (o)      the European Specific Software shall be designed, developed,
                  configured and implemented in a good and workmanlike manner in
                  accordance with the Product Strategy Document and Product
                  Plan;
<PAGE>

         (p)      neither performance, nor functionality, nor accuracy of the
                  European Specific Software is or shall be adversely affected
                  by dates prior to, during, and after the Year 2000;

         (q)      the European Specific Software contains no material errors or
                  Defects and profides the facilities and functions set out in
                  the Product Plan and the Documentation and the Training Plan
                  will provide adequate instructions to enable Bonveno to make
                  full and proper us of the Programs and the European Specific
                  Software in conjunction with the Equipment without reference
                  to any other person or document.

12.2     In the event of any breach of the above warranties or in the event that
         any Defect is discovered in the Programs or in any constituent part of
         them during the term of this Agreement then Orbittravel shall use its
         best endeavours to promptly remedy such breach of warranty or such
         Defect at no additional expense to Bonveno and this shall be Bonveno's
         sole remedy for such breach of warranty or for such defect (without
         predjudice to Bonveno's rights under clause 16).

12.3     Save as expressly set out in this Clause 12, no warranties are given in
         respect of the Programs , Documentation, or the Services and any other
         warranties implied (by statute, common law or otherwise) are hereby
         excluded to the fullest extent as permitted by law.

13       Escrow
         ------

13.1     The parties shall within 45 days of the Commencement Date collectively
         enter into an escrow agreement with the National Computing Centre
         Limited which will be substantially in the form attached at Schedule 7
         and that this escrow agreement will be maintained and complied with
         during the term of this Agreement and for a period of three (3) years
         following its termination for any reason. Bonveno is and shall remain
         solely responsible for all costs associated with the establishment and
         maintenance of the software escrow.

14       Confidentiality
         ---------------

14.1     Each party shall keep and procure to be kept secret and confidential
         all Confidential Information belonging to the other party disclosed or
         obtained as a result of the relationship of the parties under this
         Agreement and shall not use nor disclose the same save for the purposes
         of the proper performance of this Agreement or with the prior written
         consent of the other party. Where disclosure is made to any employee,
         consultant, sub-contractor or agent, it shall be done subject to
         obligations equivalent to those set out in this Agreement and each
         party agrees to ensure that if the other party so requests prior to
         such disclosure such employee, consultant, sub-contractor or agent
         enters into a deed of covenant with the other party in a form
         reasonably acceptable to that other party containing obligations
         equivalent to those set out in this Clause 14. Each party shall use its
         best endeavours to procure that any such employee, consultant,
         sub-contractor or agent complies with such obligations. Each party
         shall be responsible to the other party in respect of any disclosure or
         use of such Confidential Information by a person to whom disclosure is
         made.
<PAGE>

14.2     The obligations of confidentiality in this Clause 14 shall not extend
         to any matter which either party can show:

         (a)      is in, or has become part of, the public domain other than as
                  a result of a breach of the obligations of confidentiality
                  under this Agreement; or

         (b)      was in its written records prior to the Commencement Date; or

         (c)      was independently disclosed to it by a third party entitled to
                  disclose the same; or

         (d)      is required to be disclosed under any applicable law, or by
                  order of a court or governmental body or authority of
                  competent jurisdiction.

15       Force Majeure
         -------------

15.1     If either party is affected by Force Majeure it shall immediately
         notify the other party in writing of the matters constituting the Force
         Majeure and shall keep that party fully informed of their continuance
         and of any relevant change of circumstances whilst such Force Majeure
         continues.

15.2     The party affected by Force Majeure shall take all reasonable steps
         available to it to minimise the effects of Force Majeure on the
         performance of its obligations under this Agreement.

15.3     Force Majeure shall not entitle either party to terminate this
         Agreement and neither party shall be in breach of this Agreement, or
         otherwise liable to the other, by reason of any delay in performance,
         or non-performance of any of its obligations due to Force Majeure.

15.4     If the party affected by Force Majeure fails to comply with its
         obligations under Clauses 15.1 and 15.2 above then no relief for Force
         Majeure, including the provisions of Clause 15.3 above, shall be
         available to it and the obligations of each party shall continue in
         force.

16       Termination
         -----------

16.1     At any time following the termination of the JV Agreement, either party
         may immediately terminate this Agreement without payment of
         compensation or other damages caused to the other party solely by such
         termination by giving notice in writing to the other party if any one
         or more of the following events happens:

         (a)      the other party commits a material breach of any of its
                  obligations under this Agreement which is incapable of remedy;

         (b)      the other party fails to remedy, where it is capable of
                  remedy, or persists in any breach of any of its obligations
                  under this Agreement (save as to payment) after having been
                  required in writing to remedy or desist from such breach
                  within a period of 90 days;
<PAGE>

         (c)      any sum payable under this Agreement is not paid within 28
                  days of its due date for payment in accordance with this
                  Agreement;

         (d)      the other party appears on reasonable grounds to be unable to
                  pay its debts within the meaning of Section 268 of the
                  Insolvency Act 1986 or presents its own or has presented
                  against it a bankruptcy petition or a bankruptcy order is made
                  against it;

         (e)      the other party proposes a voluntary arrangement within the
                  meaning of Section 1 or Section 253 of the Insolvency Act
                  1986, or an interim order is made in relation to the other
                  party under Section 252 of the Insolvency Act 1986, or any
                  other steps are taken or negotiations commenced by the other
                  party or any of its creditors with a view to proposing any
                  kind of composition, compromise or arrangement involving the
                  other party and any of its creditors;

         (f)      the other party has any distress or execution levied on its
                  assets which is not paid out within fourteen days of its being
                  levied;

         (g)      the other party is deemed to be unable to pay its debts within
                  the meaning of Section 123 of the Insolvency Act 1986, or
                  calls a meeting for the purpose of passing a resolution to
                  wind it up, or such a resolution is passed, or a resolution is
                  passed by the directors of the other party to seek a winding
                  up or administration order, or the other party presents, or
                  has presented, a petition for a winding up order, or presents,
                  or has presented, a petition to appoint an administrator, or
                  has an administrative receiver, or receiver appointed over all
                  or any part of its business, undertaking, property or assets;

         (h)      a secured lender to the other party takes any steps to obtain
                  possession of the property on which it has security or
                  otherwise to enforce its security;

         (i)      the other party suffers or undergoes any procedure analogous
                  to any of those specified in Clause 16.1(d) to (h) inclusive
                  above or any other procedure available in the country in which
                  the other party is constituted, established or domiciled
                  against or to an insolvent debtor or available to the
                  creditors of such a debtor;

16.2     The termination of this Agreement shall be without prejudice to the
         rights and remedies of either party which may have accrued up to the
         date of termination.

17       Consequences of Termination
         ---------------------------

17.1     Upon termination of this Agreement for any reason whatsoever:

         (a)      (subject to Clause 16.2 above) the relationship of the parties
                  shall cease save as (and to the extent) expressly provided for
                  in this Clause 17;

         (b)      the Licences granted under Clause 4 and Clause 8 shall
                  continue without further payment by Bonveno and, upon request,
                  Orbittravel shall promptly deliver to Bonveno one entire
                  error-free copy of the object code, and in the case that
                  Bonveno lawfully terminates under clause 16
<PAGE>

                  above, the source code, development environment and software
                  tools, of the Global Product and the European Specific
                  Software together with all New Development Programs that have
                  been developed prior to the date of termination, a copy of the
                  data files in agreed format relating to the Territory Content
                  and Extra-Territory Content and the Documentation;

         (c)      the licence of the Extra-Territory Content in the European
                  Territory provided for under Clause 8 above shall in the event
                  of lawful termination by Orbittravel under Clause 16 above
                  become non-exclusive from the date of termination;

         (d)      the provisions of Clauses 12, 13, 14, 17, 18, 21, 22 and 23
                  and any provision which expressly or by implication is
                  intended to come into or remain in force on or after
                  termination shall continue in full force and effect;

         (e)      each of the parties shall immediately return to the other
                  party (or, if the other party so requests by notice in
                  writing, destroy) all of the other party's property in its
                  possession at the date of termination, including all of its
                  Confidential Information, together with all copies of such
                  Confidential Information and shall certify that it has done
                  so, and shall make no further use of such Confidential
                  Information.

18       Assignment
         ----------

18.1     This Agreement and the Licences are personal to both parties. Neither
         party shall assign, delegate, sub-contract, transfer, charge or
         otherwise dispose of all or any of its rights and responsibilities
         under this Agreement without the express prior written consent of the
         other.

18.2     Clause 18.1 above shall not apply to any assignment by any/either party
         of its rights in relation to this Agreement to another member of its
         Group on terms that if any such assignee shall cease to be a member of
         the Group then (unless such rights shall previously have been assigned
         to a continuing member of the Group or the other parties shall have
         agreed otherwise) such rights shall terminate.

18.3     Any person who is not a party to this Agreement (including any
         employee, officer, agent, representative or sub-contractor of either
         party) shall have no right to enforce any term of this Agreement which
         expressly or by implication confers a benefit on that person without
         the express prior agreement in writing of the parties which agreement
         must refer to this Clause 18.3.

19       General
         -------

19.1     Neither party shall pledge the credit of the other party nor represent
         itself as being the other party, nor an agent, partner, employee or
         representative of the other party and neither party shall hold itself
         out as such nor as having any power or authority to incur any
         obligation of any nature, express or implied, on behalf of the other
         party. Nothing in this Agreement shall create, or be deemed to create,
         a partnership or joint venture or relationship of employer and
<PAGE>

         employee or principal and agent between the parties and no employee of
         either party shall be deemed to be or have become an employee of the
         other party.

19.2     This Agreement together with the associated JV Agreement, Licence
         Agreement, and Management Agreement, contains the entire agreement
         between the parties in relation to its subject-matter. Each of the
         parties irrevocably and unconditionally waives any right it may have to
         claim damages for, and/or to rescind this Agreement because of, breach
         of any warranty not contained in this Agreement, or any
         misrepresentation whether or not contained in this Agreement, unless
         such misrepresentation was made fraudulently.

19.3     No purported alteration or variation of this Agreement shall be
         effective unless it is in writing, refers specifically to this
         Agreement and is duly executed by signed by a director of each of the
         parties to this Agreement.

19.4     The rights and remedies of either party in respect of this Agreement
         shall not be diminished, waived or extinguished by the granting of any
         indulgence, forbearance or extension of time granted by such party to
         the other nor by any failure of, or delay by the said party in
         ascertaining or exercising any such rights or remedies. Any waiver of
         any breach of this Agreement shall be in writing. The waiver by either
         party of any breach of this Agreement shall not prevent the subsequent
         enforcement of that provision and shall not be deemed to be a waiver of
         any subsequent breach of that or any other provision.

19.5     If at any time any part of this Agreement (including any one or more of
         the clauses of this Agreement or any sub-clause or paragraph or any
         part of one or more of these clauses) is held to be or becomes void or
         otherwise unenforceable for any reason under any applicable law, the
         same shall be deemed omitted from this Agreement and the validity
         and/or enforceability of the remaining provisions of this Agreement
         shall not in any way be affected or impaired as a result of that
         omission.

19.6     This Agreement may be entered into in the form of two counterparts,
         each executed by one of the parties but, taken together, executed by
         all, and, provided that both the parties shall so enter into the
         Agreement, each of the executed counterparts, shall be deemed to be an
         original but, taken together, they shall constitute one instrument.

19.7     Each of the parties shall, and shall use their reasonable endeavours to
         procure that any necessary third parties shall, execute and deliver to
         the other party such other instruments and documents and take such
         other action as is necessary to fulfil the provisions of this Agreement
         in accordance with its terms.

20       Notices
         -------

20.1     Any notices sent under this Agreement must be in writing and may be
         served by personal delivery or by sending the notice by registered air
         mail post or facsimile or electronic data transmission at the address
         given above or at such other address as the relevant party may give for
         the purpose of service of notices under this Agreement and every such
         notice shall be deemed to have been served upon delivery if served by
         hand or at the expiration of ten (10) Business Days after
<PAGE>

         despatch of the same if delivered by registered air mail post or at ten
         hours am local time of the recipient on the next Business Day following
         despatch if sent by facsimile or electronic data transmission.

20.2     To prove service of any notice it shall be sufficient to show in the
         case of a notice delivered by hand that the same was duly addressed and
         delivered by hand, and in the case of a notice served by post that the
         same was duly addressed, prepaid, and posted in the manner set out
         above. In the case of a notice given by facsimile or electronic data
         transmission, it shall be sufficient to show that it was despatched in
         a legible and complete form to the correct telephone number or
         electronic data number or address without any error message provided
         that a confirmation copy of the transmission is sent to the recipient
         by registered air mail post in the manner set out above. Failure to
         send a confirmation copy will invalidate the service of any facsimile
         or electronic data transmission.

21       Dispute Resolution Procedure
         ----------------------------

21.1     If a dispute between the parties should arise under this Agreement, the
         parties' respective Key Points of Contact shall use their reasonable
         endeavors to resolve the same.

21.2     If the Key points of Contact are unable to resolve a dispute in
         accordance with Clause 21.1, then the dispute shall be referred to the
         Joint Steering Committee, which shall use all reasonable endeavours to
         resolve such dispute within 10 Business Days.

21.2     In the event the Joint Steering Committee is unable to resolve the
         dispute within that 10 Business Day period, the parties shall refer the
         matter in dispute to an arbitrator or an expert appointed by the
         parties or, in default of agreement over the choice of expert or
         arbitrator, as shall be appointed at the request of either party by the
         Centre for Dispute Resolution, Princes House, 95 Gresham Street,
         London, EC2V 7NA. If the parties are unable to agree on an alternative
         method of resolving the dispute, either party shall be entltled to
         bring proceedings in accordance with Clause 22.

22       Law
         ---

22.1     This Agreement shall be governed by, and construed in accordance with,
         the laws of England.

23       Jurisdiction
         ------------

23.1     Subject to clause 21, all disputes arising out of or relating to this
         Agreement shall be subject to the exclusive jurisdiction of the English
         Courts to which the parties irrevocably submit.
<PAGE>

IN WITNESS OF THE ABOVE the parties have signed this Agreement on the date
written at the head of this Agreement.



SIGNED by                         )        /s/ Geoff Mullet
                                  )        ---------------------
on behalf of                      )        Director & Authorised Signatory
BONVENO.COM LIMITED               )
in the presence of:               )


/s/ Authorized Signatory
 ..........................



SIGNED by                         )        /s/ David A. Noosinow
                                  )        -----------------------------------
on behalf of                      )        Director & Authorised Signatory
ORBITTRAVEL.COM, INC.             )
in the presence of:               )



/s/ Joseph R. Cellura
---------------------
Chairman & CEO