<PAGE>

                                  EXHIBIT 10.31






                            DATED 17TH NOVEMBER 1999










                         WEB TRAVEL SYSTEMS LIMITED              (1)

                            ORBITTRAVEL.COM, INC.                (2)

                                       AND

                             BONVENO.COM LIMITED                 (3)





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

                             JOINT VENTURE AGREEMENT
                         RELATING TO BONVENO.COM LIMITED

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






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

                                    WRAGGE&CO

                               -----------------
<PAGE>

<TABLE>
<CAPTION>
                                    CONTENTS
                                    --------

CLAUSE                              HEADING                                                         PAGE
<S>                                                                                                   <C>
1        Definitions, Interpretation, and Condition Precedent..........................................1

2        Preliminary steps.............................................................................5

3        The Board.....................................................................................5

4        Shareholders' Meetings........................................................................8

5        Business of the Company and limitation on the Board's power of management.....................8

6        Working capital...............................................................................9

7        Guarantees, indemnities, other security.......................................................9

8        Accounting information........................................................................9

9        Dividend policy...............................................................................9

10       Share Option Scheme..........................................................................10

11       Dealings with and transfers of shares........................................................10

12       Deadlock provisions..........................................................................13

14       Restrictive covenants........................................................................15

15       Rights to information and confidentiality....................................................17

16       Guarantees and indemnities...................................................................18

17       Dividends and interest: Taxation.............................................................18

18       Claims by or against Shareholders............................................................19

19       Parties bound................................................................................19

20       Assignability................................................................................19

21       Not a partnership............................................................................19

22       Force majeure................................................................................19

23       This Agreement to prevail over the Articles..................................................20

24       Remedies to be cumulative....................................................................20

25       Costs........................................................................................20
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                   <C>
26       Further assurance............................................................................21

27       Announcements and circulars..................................................................21

28       Entire agreement.............................................................................21

29       Miscellaneous................................................................................21

30       Notices......................................................................................22

31       Choice of law, submission to jurisdiction and address for service............................22

Schedule 1............................................................................................23

Schedule 2............................................................................................25

Schedule 3............................................................................................26

Schedule 4............................................................................................28
</TABLE>
<PAGE>

THIS AGREEMENT is dated                             1999    and is made BETWEEN:

(1)      WEB TRAVEL SYSTEMS LIMITED (registered in England and Wales number
         02070671) having its registered office at Renaissance House 4
         Roxborough Way, Foundation Park, Maidenhead, Berkshire SL6 3UD)
         ("WTS");

(2)      ORBITTRAVEL.COM, INC. (a company incorporated under the laws of
         Delaware) having its principal office at 100 Second Street East,
         Whitefish, MT 59937 U.S.A ("ORBITTRAVEL"); and

(3)      BONVENO.COM LIMITED (registered in England and Wales number 3831828)
         having its registered office at Renaissance House aforesaid ("THE
         COMPANY").

WHEREAS:

(A)      the Company is a private company limited by shares incorporated in
         England and Wales with number 3831828 under the Companies Act 1985 on
         26 August 1999 and at the date of this Agreement has an authorised
         share capital of (pound)1,000 divided into 1,000 Ordinary Shares of
         (pound)1 each of which 2 such shares have been issued and are fully
         paid and beneficially owned by WTS.

(B)      WTS and Orbittravel have established the Company for the purpose of
         selling, settling and fulfilling travel related bookings and
         reservations and selling informational display and advertising based on
         Internet technology for both end consumers and third party information
         providers including but not limited to travel agents and global
         distribution systems within the Territory (as defined in the Management
         Agreement) ("THE BUSINESS") and this Agreement will regulate the
         operation and management of the Company and the relationship between
         its shareholders.

NOW IT IS HEREBY AGREED as follows:

1        DEFINITIONS, INTERPRETATION, AND CONDITION PRECEDENT
         ----------------------------------------------------

1.1      In this Agreement unless the context otherwise requires:

         (a)      the following expressions have the following meanings:

                  ""A" DIRECTOR" means a Director of the Company appointed by
                  the "A" Shareholder;

                  "THE ARTICLES" means the new Articles of Association of the
                  Company in the agreed form as altered from time to time;

                  ""A" SHAREHOLDER" means the holder or holders for the time
                  being of all the "A" Shares;

                  ""A" SHARES" means "A" Ordinary Shares of(pound)1 each in the
                  capital of the Company;


                                       1
<PAGE>

                  "THE AUDITORS" means the auditors of the Company for the time
                  being and from time to time;

                  ""B" DIRECTOR" means a Director of the Company appointed by
                  the "B" Shareholder;

                  "THE BOARD" means the Board of Directors of the Company for
                  the time being and from time to time;

                  "B" SHAREHOLDER" means the holder or holders for the time
                  being of all the "B" Shares;

                  ""B" SHARES" means "B" Ordinary Shares of(pound)1 each in the
                  capital of the Company;

                  "BUSINESS DAY" means a day on which banks are open for normal
                  banking business in the City of London (excluding Saturdays
                  and Sundays) and "BUSINESS DAYS" shall be construed
                  accordingly;

                  "COMPLETION" means completion of the subscription for Shares
                  provided for in clause 2;

                  "CONTROL" means control as defined in section 840 ICTA;

                  "THE DECISION PERIOD" means the period of 20 Business Days
                  from the referral of a matter to the Chief Executives /
                  Managing Directors of the Shareholders pursuant to clauses
                  3.14 and 5.2;

                  "DEFAULT INTEREST RATE" means 3 per cent above the base
                  lending rate of Barclays Bank plc for the time being and from
                  time to time;

                  "DIRECTOR" means an "A" Director or a "B" Director, as the
                  case may require, and "DIRECTORS" shall be construed
                  accordingly;

                  "EQUITY SHARE CAPITAL" means equity share capital as defined
                  in section 744 Companies Act 1985;

                  "EVENT OF DEFAULT" means all or any of the matters set out in
                  clause 13.1;

                  "GROUP" means in relation to any company, that company and any
                  company which is a subsidiary of that company and for the
                  purposes of this Agreement "SUBSIDIARY" has the meaning given
                  to that expression by section 736 Companies Act 1985;

                  "ICTA" means the Income and Corporation Taxes Act 1988;

                  "INSOLVENCY EVENT" means, in respect of any party, that such
                  company has ceased to trade or has had a receiver,
                  administrative receiver, administrator or manager appointed
                  over the whole or any part of its assets or undertaking, or
                  who has become insolvent or gone into liquidation (unless such
                  liquidation is for the purposes of a solvent reconstruction or
                  amalgamation), compounded with its creditors generally or has
                  otherwise

                                       2
<PAGE>

                  been unable to meet its debts as they fall due or has suffered
                  any similar action in consequence of debt;

                  "INVESTOR DOCUMENT" means the investor information in relation
                  to the Company in the agreed form at Appendix 1 hereto;

                  "THE MANAGEMENT AGREEMENT" means an agreement proposed to be
                  entered into whereby Orbittravel and the Company have agreed
                  an operational management structure, marketing policy, content
                  sharing and product distribution policy for the Company;

                  "THE PARTIES" means the parties to this Agreement;

                  "THE PURCHASER" means a party acquiring Shares in accordance
                  with this Agreement;

                  "RELEVANT PERCENTAGE" means in respect of each Shareholder the
                  percentage of the total equity share capital of the Company
                  held by that Shareholder at the relevant time;

                  "THE RESTRICTED PRODUCTS" means travel booking, reservation
                  and information systems and the sale of informational displays
                  and advertising based on Internet technology and all other
                  products of a type which are similar to and could compete with
                  products manufactured, produced, distributed or sold by the
                  Company;

                  "THE RESTRICTED SERVICES" means services providing managed
                  bureaux based Internet corporate travel booking and
                  information systems and all other services of a type which are
                  similar to the services supplied by the Company;

                  "THE SHAREHOLDERS" means the "A" Shareholder and the "B"
                  Shareholder together and "Shareholder" shall mean either of
                  them;

                  "SHARES" means "A" Shares or "B" Shares or, as the context
                  requires, "A" Shares and "B" Shares;

                  "TERRITORY" means the "European Territory" as defined in the
                  Management Agreement.

                  any document expressed to be "in the agreed form" means a
                  document in a form approved by (and for the purpose of
                  identification signed or initialled by or on behalf of) the
                  Parties;

         (b)      references:

                  (i)      to clauses and the schedules are unless otherwise
                           stated to clauses of and the schedules to this
                           Agreement;

                  (ii)     to any English legal term for any action, remedy,
                           method of judicial proceeding, legal document, legal
                           status, Court, official or any legal concept or thing
                           shall in respect of any jurisdiction other

                                       3
<PAGE>

                           than England be deemed to include what most nearly
                           approximates in that jurisdiction to the English
                           legal term;

                  (iii)    to any enactment (meaning any statute or statutory
                           provision, whether of the United Kingdom or
                           elsewhere, subordinate legislation as defined by
                           section 2(1) Interpretation Act 1978 and any other
                           subordinate legislation made under any such statute
                           or statutory provision) shall be construed as
                           references to:

                           (A)      any enactment which that enactment has
                                    directly or indirectly replaced (whether
                                    with or without notification); and

                           (B)      that enactment as re-enacted, replaced or
                                    modified from time to time, whether before,
                                    on or after the date hereof;

                           provided that nothing in this clause 1.1(b) shall
                           increase the liability under this agreement of any
                           party beyond that which exists immediately following
                           this Agreement coming into effect;

         (c)      references to this Agreement or any other document or to any
                  specified provision of this Agreement or any other document
                  are to this Agreement, that document or that provision as in
                  force for the time being and as amended from time to time in
                  accordance with the terms of this agreement or that document
                  or, as the case may be, with the agreement of the relevant
                  parties;

         (d)      the contents table and the descriptive headings to clauses,
                  schedules and paragraphs are inserted for convenience only,
                  have no legal effect and shall be ignored in the
                  interpretation of this Agreement;

         (e)      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 the preceding
                  words where a wider construction is possible;

         (f)      words importing the singular include the plural and vice
                  versa, words importing a gender include every gender and
                  references to persons include corporations, partnerships and
                  other associations or bodies whether incorporated or
                  otherwise;

         (g)      the Interpretation Act 1978 shall apply in the same way as it
                  applies to an enactment.

1.2      If at any time the "A" shares or the "B" Shares shall be held by more
         than one member, references in this Agreement to the "A" Shareholder or
         the "B" Shareholder shall, unless the context otherwise requires, be
         construed as all the holders of the "A" Shares or the "B" Shares (as
         the case may be) acting by the decision of the holders of a simple
         majority of such shares.

1.3


                                       4
<PAGE>

         (a)      This Agreement is conditional on the Parties procuring an
                  investor to invest not less than "5,000,000 in the Company
                  ("THE INVESTMENT") in such manner and on such terms as may be
                  agreed between the Parties within 120 Business Days hereof
                  ("THE INVESTMENT DATE").

         (b)      If such condition is not fulfilled by the Investment Date (or
                  such later date as the Parties may agree) then the provisions
                  of this Agreement shall forthwith terminate and cease to be of
                  effect and no Party shall have any claim against the other
                  except with respect to any breach of this Agreement occurring
                  prior to termination. In this event the Parties shall
                  co-operate to wind up the Company and return any surplus funds
                  to the Parties in the Relevant Percentages.

         (c)      For the avoidance of doubt the arbitration provisions
                  contained in clause 12 of this Agreement shall not apply to
                  this clause 1.3.

2        PRELIMINARY STEPS
         -----------------

2.1      Immediately following the execution of this Agreement the Parties shall
         procure that a meeting of the Board is convened and held at which will
         be transacted the business set out in the draft minutes in schedule 1
         and the Parties shall join in taking all such steps as may be necessary
         to procure that:

         (a)      the Resolutions of the Board set out in such minutes shall be
                  passed and implemented; and

         (b)      at the Extraordinary General Meeting referred to in and
                  convened at such Board Meeting, the Special Resolution set out
                  in the draft notice of Extraordinary General Meeting in
                  schedule 2 shall be passed.

2.2      Immediately following the passing of the Special Resolution set out in
         schedule 2:

         (a)      WTS shall subscribe  for 3998 "A" Shares in cash at par; and

         (b)      Orbittravel shall subscribe  for 4000 "B" Shares in cash at
                  par


2.3      Immediately following the making of the subscriptions referred to in
         clause 2.2, the Parties shall procure that a meeting of the Board is
         convened and held at which will be transacted the business set out in
         the draft minutes in schedule 3 and the Parties shall join in taking
         such steps as may be necessary to procure that the resolutions of the
         Board set out in such minutes shall be passed and implemented.

3        THE BOARD
         ---------

3.1      The "A" Shareholder shall have the right to appoint and maintain in
         office two "A" Directors and the first "A" Directors shall be Michael
         Thorne and Geoffrey Mullett.

3.2      The "B" Shareholder shall have the right to appoint and maintain in
         office two "B" Directors and the first "B" Directors shall be Joseph
         Cellura and Peter Short.

                                       5
<PAGE>

3.3      The Shareholders shall procure that the persons referred to in clauses
         3.1 and 3.2 are appointed as Directors on Completion and that at all
         times during the continuance of this agreement there shall be at least
         1 person appointed by each Shareholder and maintained in office as a
         Director of the Company (save in accordance with clauses 11.15(d) and
         13.6(c)).

3.4      The "A" Shareholder:

         (a)      shall have for so long as it is the holder of "A" Shares the
                  right to remove from office any "A" Director and (subject to
                  clause 3.3) if it wishes to do so appoint a replacement "A"
                  Director by giving notice in writing (signed by a director or
                  the secretary of the "A" Shareholder) to the Secretary of the
                  Company at its registered office or at a meeting of the Board;
                  and

         (b)      shall be responsible for and shall indemnify the "B"
                  Shareholder and the Company against any loss, liability or
                  cost that either of them may suffer or incur as a result of
                  any claim by any "A" Director for unfair or wrongful dismissal
                  or otherwise arising out of any such removal.

3.5      The "B" Shareholder:

         (a)      shall have for so long as it is the holder of "B" Shares the
                  right to remove from office any "B" Director and (subject to
                  clause 3.3) if it wishes to do so appoint a replacement "B"
                  Director by giving notice in writing (signed by a director or
                  the secretary of the "B" Shareholder) to the Secretary of the
                  Company at its registered office or at a meeting of the
                  Directors; and

         (b)      shall be responsible for and shall indemnify the "A"
                  Shareholder and the Company against any loss, liability or
                  cost that either of them may suffer or incur as a result of
                  any claim by any "B" Director for unfair or wrongful dismissal
                  or otherwise arising out of any such removal.

3.6      The Directors shall not be entitled to any remuneration in their
         capacity as Directors of the Company but shall be entitled to
         reimbursement of their reasonable expenses incurred in the course of
         their duties.

3.7      Any Director may, by giving notice in writing to the Shareholder who
         did not appoint him, appoint an alternate and may, in the same way,
         remove an alternate so appointed by him. An alternate shall be entitled
         to receive notice of all meetings of the Board and attend and vote as
         such at any meeting at which the Director appointing him is not
         personally present, and generally in the absence of his appointor to do
         all the things which his appointor is authorised or empowered to do. A
         Director who is also an alternate shall be entitled, in the absence of
         his appointor:

         (a)      to a separate vote on behalf of his appointor in addition to
                  his own vote; and

         (b)      to be counted as part of the quorum of the Board on his own
                  account and in respect of the Director for whom he is the
                  alternate.



                                       6
<PAGE>

3.8      Unless otherwise agreed by an "A" Director and a "B" Director meetings
         of the Board shall be held at least once every 3 months and otherwise
         as circumstances require.

         Meetings of the Board may be held via teleconference or
         videoconference. No Board meeting shall normally be convened on less
         than seven Business Days' notice, but Board meetings may be convened by
         giving not less than 72 hours' notice if the interests of the Company
         would in the opinion of a Shareholder or a Director be likely to be
         adversely affected to a material extent if the business to be
         transacted at such Board meeting were not dealt with as a matter of
         urgency or if all the Directors agree.

3.9      Documents relating to issues to be considered by Directors at any Board
         meeting shall be distributed in advance of the meeting to all members
         of the Board and their duly appointed alternates so as to ensure that
         they are received at least 7 days prior to the date fixed for such
         meeting.

3.10     The quorum for the transaction of business at any meeting of the Board
         shall be one "A" Director and one "B" Director.

3.11     The Shareholders shall use all reasonable endeavours to ensure that
         their respective appointees as Directors (or their alternates) shall
         attend each meeting of the Board and to procure that a quorum (in
         accordance with the provisions of this Agreement and the Articles) is
         present throughout each such meeting.

3.12     If within 1 hour from the time appointed for a Board meeting a quorum
         is not present, the meeting shall be adjourned to the next day or as
         soon as otherwise practicable at the same time and place (or such other
         place, date and time as the Directors shall agree). Each Director not
         present at the original meeting shall be notified by either or both of
         the Shareholders by any form of notice in writing permitted by clause
         30 of the date time and place of the adjourned meeting. If at the
         adjourned meeting a quorum is not present within 1 hour from the time
         appointed for the meeting, those Directors present shall constitute a
         quorum. Notwithstanding the foregoing, no quorum shall exist unless at
         least one "A" Director and one "B" Director is present at the adjourned
         meeting.

3.13     No resolution of the Directors shall be effective unless carried by a
         majority of the Directors present including at least one "A" Director
         and one "B" Director.

3.14     If a resolution submitted to a duly convened meeting of the Board is
         not carried at that meeting, then, without prejudice to the Board's
         ability to consider any other business put to it at such meeting, the
         meeting shall (on the written request of any Director or his alternate
         at such meeting) be adjourned for three Business Days and then
         reconvened. If such resolution is not carried at the adjourned meeting,
         it shall be referred to the respective Chief Executives/Managing
         Directors of the Shareholders for their decision within the Decision
         Period. If the respective Chief Executives/Managing Directors fail to
         reach a decision within the Decision Period, the Shareholders shall
         procure that the matter which is the subject of such resolutions shall
         not be implemented and clause 12 shall apply.

3.15     The "A" Directors shall be entitled to appoint a Chairman for meetings
         of the Board held during the period of six months from Completion and
         the "B" Directors shall be entitled to appoint a Chairman for meetings
         of the Board held

                                       7
<PAGE>

         during the subsequent six months. Thereafter, such Chairman shall be
         appointed alternatively for periods of six months by the "A" Directors
         and the "B" Directors. The first Chairman shall be Michael Thorne. The
         Chairman of the Board shall not have a second or casting vote.

4        SHAREHOLDERS' MEETINGS
         ----------------------

4.1      The Shareholders shall use all reasonable endeavours to procure that
         their respective representatives attend each meeting of the members of
         the Company and that a quorum (in accordance with the provisions
         contained in the Articles) is present throughout each such meeting.

4.2      If within 1 hour from the time appointed for a general meeting a quorum
         is not present, the meeting shall be adjourned to the next day, or as
         soon as otherwise practicable at the same time and place or such other
         place, date and time as the Shareholders shall agree and each
         Shareholder shall be notified by the Company by any form of notice in
         writing permitted by clause 30 of the date, time and place of the
         adjourned meeting. If at the adjourned meeting a quorum is not present
         within 1 hour of the time appointed for the meeting, the Shareholders
         present shall constitute a quorum.

4.3      The quorum for the transaction of business at any Shareholders' Meeting
         shall by one "A" Shareholder and one "B" Shareholder.

5      BUSINESS OF THE COMPANY AND LIMITATION ON THE BOARD'S POWER OF MANAGEMENT
       -------------------------------------------------------------------------

5.1      The Shareholders agree that the business of the Company shall be
         conducted and developed in accordance with the Investor Document as the
         same may be amended or varied from time to time by the Board.

5.2      The Shareholders shall exercise their powers in the Company to procure
         that the Company shall not transact any of the business described in
         schedule 4 (Reserved Matters) without the prior written approval of
         each of the Shareholders. If, in respect of any of the business set out
         in schedule 4, the prior written approval of one or more of the
         Shareholders is not forthcoming in circumstances where a Shareholder
         wishes the Company to transact the relevant business, then the matter
         shall be referred to the respective Chief Executives/Managing Directors
         of the Shareholders for their consideration. If the respective Chief
         Executives/Managing Directors fail to reach agreement within the
         Decision Period, the Shareholders shall procure that the relevant
         business is not transacted and clause 12 shall apply.

5.3      Orbittravel shall provide to the Company from time to time as required
         by the Board the services, facilities and personnel referred to in the
         Management Agreement on the terms set out in the Management Agreement.
         WTS and Orbittravel also agree to provide such other services to the
         Company as the Board shall from time to time require on such terms as
         shall be agreed between each of them respectively and the Board.


                                       8
<PAGE>

6        WORKING CAPITAL
         ---------------

6.1      The Shareholders agree that the finance necessary to meet the working
         capital is(pound)5,000,000.00 as described in the Investor Document.

6.2      The Shareholders agree that the finance referred to in clause 6.1 shall
         be provided by the issue of such number of Ordinary Shares in the
         capital of the Company as agreed by the Shareholders to a financial
         investor, the terms and conditions of such issue to be agreed between
         the Company and such financial investor.

6.3      Neither of the Shareholders shall be obliged to make any loans or to
         subscribe for any more of the share capital of the Company than under
         its obligation set out in clause 2 of this Agreement.

7        GUARANTEES, INDEMNITIES, OTHER SECURITY
         ---------------------------------------

7.1      Neither of the Shareholders shall be obliged to give any guarantee,
         indemnity or security in respect of the Company's liabilities or
         obligations.

8        ACCOUNTING INFORMATION
         ----------------------

8.1      The Company shall provide to each of the Shareholders:

         (a)      by not later than the fifteenth (15th) Business Day following
                  the end of the month to which they relate, monthly management
                  accounts for the Company containing such information as the
                  Shareholders shall agree from time to time;

         (b)      by not later than the fifteenth (15th) Business Day of each
                  month, a detailed cash-flow forecast for the Company in
                  respect of the period of six (6) months commencing on the
                  first day of the month next following the month in which such
                  forecast is produced; and

         (c)      annual audited accounts for the Company, within six (6) months
                  from the end of the period to which they relate.

9        DIVIDEND POLICY
         ---------------

9.1      The Company shall not declare, pay or make any dividend or other
         distribution until all loans made to the Company by the Shareholders
         have been repaid in full.

9.2      The Shareholders shall procure that:

         (a)      the Annual General Meeting of the Company at which the audited
                  accounts of the Company are laid before the members is held
                  not later than four (4) months after the end of the financial
                  year to which such accounts relate; and

         (b)      subject to clause 9.1 not later than four (4) weeks after the
                  audited accounts of the Company are laid before and adopted by
                  the Shareholders at the Annual General Meeting, such
                  percentage of the Company's profits available for distribution
                  in the relevant financial year as the Board shall

                                       9
<PAGE>

                  resolve shall be distributed to the Shareholders by way of
                  dividend in their respective Relevant Percentages subject to
                  such reasonable and proper reserves being retained for working
                  capital requirements or other liabilities of the Company as
                  the Board may consider appropriate.

10       SHARE OPTION SCHEME
         -------------------

10.1     Each of the Parties agrees that following Completion a share option
         scheme equivalent on conversion to 15% of the authorised share capital
         of the Company shall be established by the Company for the benefit of
         such directors and employees of the Company as shall be agreed by the
         Directors.

11       DEALINGS WITH AND TRANSFERS OF SHARES
         -------------------------------------

11.1     Each Shareholder undertakes with the other that, during the continuance
         of this Agreement, it shall not:

         (a)      mortgage (whether by way of fixed or floating charge), pledge
                  or otherwise encumber its legal or beneficial interest in the
                  whole or any of its Shares;

         (b)      subject to clause 11.3 and 11.1(d) sell, transfer or otherwise
                  dispose of all or any of its Shares or any legal or beneficial
                  interest therein or assign or otherwise purport to deal
                  therewith or with any interest therein;

         (d)      agree, whether conditionally or otherwise, to do any of the
                  foregoing;

         other than, in any case, with the prior consent in writing of the other
         Shareholder or in accordance with this Agreement PROVIDED THAT and
         notwithstanding the foregoing or any other provision of this Agreement:

           (i)    both Shareholders may at any time transfer any Shares to any
                  member of their respective Groups or to any third party in the
                  share capital of which WTS or Orbittravel or any member of
                  their respective Groups has, or will immediately pursuant to
                  such transfer, have an interest provided that in the event the
                  assignee ceases to be a member of the assignor's Group or the
                  assignor ceases to hold any shares in the assignee, the
                  assignor shall procure that the benefit of this Agreement is
                  forthwith re-assigned to the assignor; and

         (ii)     either Shareholder may transfer up to 15% of its shareholding
                  in the Company to a third party from whom it receives a bona
                  fide offer.

11.2     If either of the Shareholders or any person on their behalf (including
         without limitation any receiver, administrative receiver,
         administrator, manager and/or liquidator) shall purport to deal with
         any of its Shares in contravention of the provisions of this clause 11
         it shall automatically be deemed to have given a Transfer Notice in
         respect of its entire holding of Shares to be sold at the Sale Price
         (as defined in clause11.9) and such Transfer Notice shall be
         irrevocable.

                                       10
<PAGE>

11.3     The Shareholders each agree that if either of them wishes to transfer
         the entire legal and beneficial ownership of all but not some only of
         its Shares to any third party from which a BONA FIDE offer has been
         received (such Shareholder being a "VENDOR" and such transaction being
         referred to in this clause 11.3 as a "TRANSFER"), the Vendor shall
         serve on the Board (acting for the purposes of this clause 11 as agent
         for the Company) a notice in writing of its wish to transfer all but
         not some only of its Shares accompanied by the relevant share
         certificates. Such notification (a "TRANSFER NOTICE") shall:

         (a)      state the number of Shares (the "SALE SHARES") which the
                  Vendor desires to Transfer;

         (b)      state, if applicable, the Sale Price for the Sale Shares and
                  constitute the Board as the Vendor's agent for the sale of the
                  Sale Shares at the Sale Price; and

         (c)      give details of the other person to whom the Vendor wishes to
                  Transfer the Sale Shares if no purchaser shall have been found
                  pursuant to clauses 11.5 to 11.8 (both inclusive).

         The Vendor may, by notice in writing given to the Board within 10
         Business Days after communication to it of the Auditors' written
         opinion of the Sale Price pursuant to clause 11.9, withdraw the
         Transfer Notice. Otherwise, a Transfer Notice once given or deemed to
         be given shall not be capable of being withdrawn and may not, in any
         circumstances, be varied. A Transfer Notice may not be given in
         circumstances where arbitration is to take place or a Default Notice
         has been given in accordance with clauses 12 or 13 respectively and the
         procedures and actions relating thereto have not been completed.

11.4     Any Transfer of Shares pursuant to this clause 11 shall be made free
         from any claims, equities, liens and encumbrances whatsoever and with
         all rights attached to the Sale Shares as at the date of service of the
         Transfer Notice, but without the benefit of any other warranties or
         representations whatsoever.

11.5     Within 5 Business Days after the Board has received a Transfer Notice
         or, if later, within 5 Business Days after the Sale Price has been
         determined in accordance with clause 11.9 (and, if applicable, after
         the Vendor has informed the Board that it does not wish to exercise the
         right of withdrawal conferred by clause 11.3 or such right has ceased
         to be exercisable) the Board shall offer the Sale Shares to the other
         Shareholder giving details in writing of the number of the Sale Shares,
         the Sale Price and of the person to whom the Vendor wishes to transfer
         the Sale Shares. If the other Shareholder does not within 10 Business
         Days of the date of the offer inform the Board that it wishes to
         purchase all the Sale Shares at the Sale Price, that Shareholder shall
         be deemed to have declined such offer.

11.6     The Board shall, on the expiry of the 10 day period referred to in
         clause 11.5, notify the Vendor whether the other Shareholder is willing
         to purchase the Sale Shares. If the other Shareholder is willing to
         purchase all (but not some only) of the Sale Shares the Vendor shall be
         bound, on receipt of the Sale Price in cash, to transfer the Sale
         Shares to the other Shareholder.


                                       11
<PAGE>

11.7     The purchase shall be completed as soon as reasonably practicable at a
         place and time to be appointed by the Board when against payment of the
         Sale Price and subject to payment by the Shareholder purchasing the
         Sale Shares of any relevant stamp duties the Shareholder purchasing the
         Sale Shares shall be registered as the holder of the Sale Shares in the
         Register of Members of the Company, and a share certificate in the name
         of the purchasing Shareholder in respect of the Sale Shares shall be
         delivered.

11.8     If the other Shareholder declines or is deemed to have declined the
         offer to purchase the Sale Shares pursuant to clause 11.5, the Vendor
         may sell and transfer all (but not some only) of the Sale Shares at any
         time within the following 3 months to the person named in the Transfer
         Notice in pursuance of a BONA FIDE sale at any price not being less
         than the Sale Price.

11.9     For the purposes of this clause 11 "THE SALE PRICE" means the price per
         Share for the Sale Shares (if any) specified in the Transfer Notice as
         being the price offered by the third party from which the Vendor has
         received the BONA FIDE offer or (if no such price is so specified) the
         fair value of the Sale Shares as the Vendor and the other Shareholder
         shall agree or, failing agreement, as the Auditors (acting as experts
         and not as arbitrators) shall state in writing to the Board and the
         Shareholders to be in their opinion the fair selling value of the Sale
         Shares on the open market, having regard to the fair value of the
         business of the Company as a going concern and on the basis of an arm's
         length transaction as between a willing vendor and a willing purchaser.
         The determination of the Auditors shall be final and binding on all
         concerned. The cost of obtaining the certificate of the Auditors shall
         be borne by the Vendor. The Auditors shall be given by the Board, and
         shall take account of, all information which a prudent prospective
         purchaser of the entire issued share capital of the Company might
         reasonably require if such purchaser were proposing to purchase it from
         a willing vendor by private treaty and at arm's length.

11.10    Each of the Shareholders shall procure that prior to, and as a
         condition precedent of, any Transfer of its Shares, any Purchaser
         (other than an existing Shareholder) shall covenant to the remaining
         Parties to this Agreement to observe and be bound by the terms of this
         Agreement in a manner reasonably satisfactory to the remaining Parties.

11.11    Each of the Shareholders appoints the other (or any Director or
         Directors nominated by those others) irrevocably, and by way of
         security for the performance of its obligations under this clause 11
         and as its attorney, to execute any necessary document, including,
         without limitation, any Transfer of Shares. The Transferor hereby
         irrevocably authorises the Directors to approve the registration of any
         transfer of shares made in accordance with this clause 11.

11.12    The Company may receive the purchase monies on behalf of the Vendor,
         but shall not be bound to earn or pay interest on them. The receipt by
         the Company of the purchase monies shall be a good discharge to the
         Purchaser, which shall not be bound to see to the application of them.


                                       12
<PAGE>

11.13    If the Purchaser shall fail to deliver purchase monies to the Vendor on
         the completion date, the purchase monies shall bear interest at the
         Default Interest Rate calculated on a daily basis and compounded
         monthly.

11.14    On a Transfer of Shares in accordance with this clause from one
         Shareholder to the other Shareholder:

         (a)      if pursuant to this Agreement, one Shareholder disposes of its
                  Shares to the other Shareholder or a member of the other
                  Shareholder's Group, then the other Shareholder shall use all
                  reasonable endeavours to obtain the release of that
                  Shareholder from any guarantee, indemnity or other security
                  which that Shareholder may have given pursuant to this
                  Agreement and pending such release shall keep that Shareholder
                  full and effectively indemnified against any liability under
                  any such guarantees, indemnities or other security;

         (b)      the Vendor shall repay all loans, loan capital, borrowings and
                  indebtedness in the nature of borrowings outstanding to the
                  Company from the Vendor (together with any accrued interest
                  thereon);

         (c)      the Company (if and to the extent that by so doing it shall
                  not contravene section 151 Companies Act 1985) or the
                  Purchaser shall repay all loans, loan capital, borrowings and
                  interest in the nature of borrowings outstanding to the Vendor
                  from the Company (together with any accrued interest thereon);

         (d)      the Vendor shall procure the removal of any Directors or
                  Secretary of the Company appointed by it; and

         (e)      the Vendor shall co-operate by doing all such things and
                  executing all such documents as the Purchaser may reasonably
                  require to procure that the Company shall adopt new Articles
                  of Association in such form as the Purchaser may require.

12       DEADLOCK PROVISIONS
         -------------------

12.1     If, pursuant to clauses 3.14 and 5.2, the respective Chief
         Executives/Managing Directors of the Principal Shareholders have failed
         to reach agreement within the Decision Period, then such dispute shall
         be referred to and finally resolved by arbitration under the Rules of
         the LCIA which Rules are deemed to be incorporated by reference into
         this clause.

12.2     The number of arbitrators shall be one.

12.3     The place of arbitration shall be London, England.

12.4     The language to be used in the arbitral proceedings shall be English.

12.5     The length of any such arbitration shall be limited to three (3) days.

12.6     The Company shall bear the costs of any such arbitration.


                                       13
<PAGE>

13       DURATION, TERMINATION AND CONSEQUENCES OF TERMINATION
         -----------------------------------------------------

13.1     If either  Shareholder ("THE DEFAULTING SHAREHOLDER") shall:

         (a)      commit a material breach or shall commit persistent breaches
                  of this Agreement which, if capable of remedy, have not been
                  so remedied within 10 Business Days of either or the other
                  Shareholder ("THE OTHER SHAREHOLDER") serving notice on
                  the Defaulting Shareholder requiring such remedy or
                  notwithstanding any such breach being remedied, such breach is
                  committed on 4 or more separate occasions; or

         (b)      be the subject of an Insolvency Event;

         then the other Shareholder may, without prejudice to any other rights
         and remedies which it may have, serve a written notice on the
         Defaulting Shareholder ("A DEFAULT NOTICE") at any time during the 30
         Business Days following an Event of Default coming to the notice of the
         Other Shareholder.

13.2     The Default Notice may:

         (a)      require the Defaulting Shareholder immediately to offer all
                  (but not some only) of its Shares for sale to the Other
                  Shareholder and in such case the Defaulting Shareholder shall
                  be deemed to have served a Transfer Notice (as defined in
                  clause 11.3) in respect of all of its Shares and the
                  provisions of clauses 11.3 to 11.14 inclusive shall apply
                  mutatis mutandis save that the Defaulting Shareholder shall
                  sell its Shares to the Other Shareholder at the Default Sale
                  Price (which shall be 90% of the fair value of the Defaulting
                  Shareholder's Shares as determined by the Auditors in
                  accordance with clause 11.9); or

         (b)      require the Defaulting Shareholder immediately to purchase all
                  (but not some only) of the Other Shareholder's Shares who has
                  served the Default Notice and in such case that Other
                  Shareholder shall be deemed to have served a Transfer Notice
                  (as defined in clause 11.3) and the provisions of clauses 11.3
                  to 11.11 shall apply (mutatis mutandis), save that Other
                  Shareholder shall sell its Shares to the Defaulting
                  Shareholder at the Sale Price (which shall be the fair value
                  of the Sale Shares as determined by the Auditors in accordance
                  with clause 11.9) and the Defaulting Shareholder shall be
                  obliged to purchase the Shares of the other Shareholder.

13.3     If an Insolvency Event has occurred in relation to either of the
         Shareholders or any holding company for the time being of either
         Shareholder, then the other Shareholder may also serve on the
         Defaulting Shareholder a notice (a "DISENFRANCHISEMENT NOTICE") in
         respect of the Defaulting Shareholder's Shares ("THE RESTRICTED
         SHARES") which shall automatically entitle the Other Shareholder to
         exercise together all the rights of the Defaulting Shareholder in
         relation to the Restricted Shares, including, without limitation:

         (a)      the right to attend and vote at general meetings of the
                  Company (whether on a show of hands or on a poll) as if it
                  were the holder of the Restricted Shares; and


                                       14
<PAGE>

         (b)      the right to remove Directors appointed by the Defaulting
                  Shareholder and appoint its own nominated Directors as if it
                  were the holder of the Restricted Shares.

13.4     The recipient of the Disenfranchisement Notice hereby appoints the
         Other Shareholder as its lawful attorney for the purpose of receiving
         notices of and attending and voting at all meetings of the members of
         the Company from the date of service of the Disenfranchisement Notice
         and hereby authorises:

         (a)      the Company to send any notices in respect of the Restricted
                  Shares to the Other Shareholder; and

         (b)      the Other Shareholder to complete in such manner as it thinks
                  fit and to return proxy cards, forms of appointment of a
                  representative to attend a general meeting of the Company
                  pursuant to section 375 Companies Act 1985, consents to short
                  notice and any other document required to be signed by it in
                  its capacity as a member.

13.5     Any Transfer Notice deemed to be given in accordance with this clause
         13 may not be withdrawn.

13.6     On a transfer of any Shares in accordance with this clause 13:

         (a)      the provisions of clause 11.14(a) (release of guarantees,
                  etc.) shall apply mutatis mutandis;

         (b)      the transferring Shareholder shall repay all loans, loan
                  capital, borrowings and indebtedness in the nature of
                  borrowings outstanding to the Company from that Shareholder
                  (together with any accrued interest thereon);

         (c)      the transferring Shareholder shall procure the resignation of
                  any Directors or Secretary of the Company appointed by it;

         (d)      subject to clause 29.3 this Agreement shall terminate;

         (e)      each Shareholder shall forthwith return to the other or the
                  Company (as appropriate) all of the property of such other or
                  the Company (as appropriate) in its possession.

13.7     The rights of the Parties under this clause 13 shall be without
         prejudice to any claim that any party may have against any other for
         damages for breach of contract.

14       RESTRICTIVE COVENANTS
         ---------------------

14.1     Each of the Shareholders agrees with the Company and the other
         Shareholder that it will not, and will procure that each of the members
         of its Group will not, whether by itself, its employees or agents or
         otherwise howsoever, while such Shareholder remains the holder of any
         Shares and for two years from the date on which such Shareholder ceases
         to hold any Shares ("THE RESTRICTION PERIOD") directly or indirectly:


                                       15
<PAGE>

         (a)      be engaged or interested in any capacity (whether for reward
                  or otherwise) in any business which is or is about to be
                  engaged in the development, production, distribution or sale
                  of the Restricted Products or any of them or the supply of the
                  Restricted Services or any of them in the Territory in
                  competition with the Company, PROVIDED THAT this restriction
                  shall not operate:

                  (i)      to prohibit any such engagement in which none of the
                           duties or functions performed thereunder relate to
                           the development, production, distribution or sale of
                           the Restricted Products or any of them or the supply
                           of the Restricted Services or any of them;

                  (ii)     to prohibit any party from holding in aggregate up to
                           five per cent. of the issued share capital of any
                           company which is or is about to be engaged in the
                           development, production, distribution or sale of the
                           Restricted Products or any of them or the supply of
                           the Restricted Services or any of them in competition
                           with the Company and the shares of which are listed
                           or dealt in on a recognised Stock Exchange;

                  (iii)    to prohibit any party or any member of its Group from
                           purchasing shares of any company which (according to
                           its audited accounts for such period) in its most
                           recent accounting period derived 10% or less of its
                           revenues from the development, distribution or sale
                           of the Restricted Products or any of them or the
                           supply of the Restricted Services or any of them as
                           aforesaid.

                  (iv)     to prohibit the "A" Shareholder from engaging in its
                           business which the Parties understand and agree might
                           or does involve the development, production,
                           distribution and/or sale of products similar to the
                           Restricted Products, and the supply of services
                           similar to the Restricted Services in the event that
                           the "A" Shareholder has transferred its shares to the
                           "B" Shareholder under the provisions of clause 13 .
                           The provisions of this clause 14.1(a)(iv) shall apply
                           mutatis mutandis to the "B" Shareholder so that
                           references to the "A" Shareholder are to the "B"
                           Shareholder and references to the "B" Shareholder are
                           to the "A" Shareholder. Notwithstanding any provision
                           of this Agreement to the contrary, both Shareholders
                           shall be free to engage in their business without
                           restriction outside of the Territory.

         (b)      solicit or entice away or endeavour to solicit or entice away
                  from the Company any director or manager or salesman employed
                  or otherwise engaged by the Company at any time during the
                  previous year, whether or not such person would commit any
                  breach of his contract of employment by reason of his leaving
                  the service of the Company;

         (c)      employ or otherwise engage any person who was at any time
                  during the previous year employed or otherwise engaged by the
                  Company and who by reason thereof is or is reasonably likely
                  to be in possession of any confidential information relating
                  to the Company.


                                       16
<PAGE>

14.2     Each of the Shareholders agrees with the Company and the other
         Shareholder that it will not, and will procure that each of the members
         of its Group will not, at any time during the Restriction Period,
         whether by itself, its employees or agents or otherwise howsoever,
         directly or indirectly:

         (a)      engage in any trade or business or be associated with any
                  person, firm, company or other organisation engaged in any
                  trade or business using the name "Bonveno.com" or "Bonveno" or
                  incorporating such words or;

         (b)      do or permit anything to be done at any time which is harmful
                  to the reputation of the Company or which is likely to cause
                  any person to reduce the amount of business transacted between
                  that person and the Company or seek to change the terms of
                  such business in a manner adverse to the Company.

14.3     Each of paragraphs (a) to (c) of clause 14.1 and of paragraphs (a) and
         (b) of clause 14.2 shall be deemed to constitute a separate agreement
         and shall be construed independently of the other paragraphs in the
         relevant clause.

14.4     While the parties consider that the restrictions aforesaid are
         reasonable in all the circumstances, it is agreed that if any such
         restrictions taken together shall be adjudged to go beyond what is
         reasonable in all the circumstances for the protection of the interests
         of the relevant party or Parties but would be adjudged reasonable if
         part or parts of the wording thereof were deleted or amended or
         qualified or the periods thereof were reduced or the range of products
         or area dealt with were thereby reduced in scope, then the relevant
         restriction or restrictions shall apply with such modification or
         modifications as may be necessary to make it or them valid and
         effective.

15       RIGHTS TO INFORMATION AND CONFIDENTIALITY
         -----------------------------------------

15.1     Notwithstanding the duties owed by each of the Directors to the
         Company, any Director or any person designated for the purpose in
         writing by a Shareholder shall be entitled to disclose any information
         and provide relevant documents and materials about the Company and
         discuss its affairs, finances and accounts with appropriate officers
         and senior employees of the Shareholder in question. Each of the
         Shareholders shall be entitled to disclose details of the Company's
         affairs, finances and accounts to that Shareholder's professional and
         financial advisers who are required to know the same to carry out their
         duties. Any information, documents and materials supplied to or by a
         Shareholder in accordance with clause 8 and this clause 15.1 shall,
         subject to clause 15.3 be kept strictly confidential.

15.2     Subject to clause 15.3 and save as required by law or by any relevant
         national or supranational regulatory authority each of the Parties
         shall safeguard, treat as confidential and not use for the purposes of
         its own business all information, documents and materials which it
         acquires in connection with this Agreement and which relate to the
         business of the Company or to any of the other Parties.

15.3     The obligations of confidentiality in this clause 15 shall survive the
         termination of this Agreement and shall continue unless and until any
         of the relevant confidential

                                      17
<PAGE>

         information enters the public domain through no fault of the relevant
         party or of any other person owing a duty of confidentiality to the
         Company.

15.4     A Shareholder which ceases to be a Shareholder shall thereupon
         forthwith hand over to the Company all confidential information,
         documents and correspondence belonging to or relating to the business
         of the Company and shall, if so required by the Company, certify that
         it has not kept any records or copies of such materials.

16       GUARANTEES AND INDEMNITIES
         --------------------------

16.1     Each party hereby agrees to indemnify and hold harmless each of the
         other parties, including their affiliates, subsidiaries, successors,
         assigns, officers, directors, agents, and employees, from and against
         any and all liabilities, damages, losses, expenses, claims, demands,
         suits, fines, or judgments (including, but not limited to, attorneys'
         fees, expert witness costs, court costs, and expenses) that may at any
         time be threatened against, suffered by, accrued against, charged to,
         or recoverable from that Party in any forum, by reason of that Party's
         acts or omissions including, but not limited to:

         (a)      any alleged inaccuracy, copyright infringement or any other
                  claim arising in connection with the data produced by or for
                  the Party, including but not limited to any defamatory or
                  allegedly defamatory material placed online;

         (b)      misappropriation, violation, or infringement of any
                  proprietary rights, trademarks, trade names, or service marks
                  utilised by that Party;

         (c)      that Party's failure to obtain or maintain all permits and
                  licenses required under law in relation to this Agreement, and

         (d)      any injuries or death of persons or loss of, damage to, or
                  destruction of property (including loss of use thereof)
                  arising out of any act or omission of that Party or its
                  affiliates.

16.2     Each Party shall give prompt written notice to the other Parties of the
         receipt of any claim or the commencement of any action which is or may
         be covered by the indemnity set forth above. Upon receipt of such
         notice, the party notified of the claim shall assume the defence
         thereof and the other Parties shall, if required for the purpose of
         such proceedings, lend their names thereto. The notifying Party shall
         co-operate fully with the other Parties in defending or settling such
         Claim, and shall perform all acts, execute all documents, and provide
         all information and documents as are reasonably necessary for the
         notified Party to perform its obligation. The notifying party shall not
         compromise or settle any such Claim or any proceedings pursuant thereto
         without the other Parties' prior written consent.

17       DIVIDENDS AND INTEREST: TAXATION
         --------------------------------

17.1     Either Shareholder may by notice in writing at any time given to the
         Company require the Company to join in making an election under section
         247 ICTA (to the extent that such election may lawfully be made by the
         Company).


                                       18
<PAGE>

17.2     The Company shall not thereafter revoke any election which has been
         made pursuant to clause 17.1 (whether by giving notice under section
         248 (5) ICTA or otherwise) unless requested to do so by the relevant
         shareholder.

18       CLAIMS BY OR AGAINST SHAREHOLDERS
         ---------------------------------

18.1     Where either of the Shareholders asserts any claim against the Company,
         the other Shareholder shall be entitled to defend such claim in the
         name and at the expense of the Company without any further authority.

18.2     Where either Shareholder asserts that the Company has any claim against
         the other Shareholder , the Shareholder so asserting shall be entitled
         to pursue such claim in the name and at the expense of the Company
         without any further authority.

19       PARTIES BOUND
         -------------

19.1     The Company undertakes with each of the Shareholders (so far as it may
         lawfully bind itself) to be bound by and comply with the terms and
         conditions of this Agreement insofar as the same relate to the Company
         and to act in all respects as contemplated by this Agreement.

19.2     The Shareholders undertake with each other to exercise their powers in
         relation to the Company so as to ensure that the Company fully and
         promptly observes, performs and complies with its obligations under
         this Agreement and to exercise their rights as Shareholders in a manner
         consistent with this Agreement.

19.3     Each Shareholder undertakes with each of the other Parties that while
         it remains a party to this Agreement it will not (except as expressly
         provided for in this Agreement) agree to cast any of the voting rights
         exercisable in respect of any of the shares held by it in accordance
         with the directions, or subject to the consent of, any other person
         (including another Shareholder).

20       ASSIGNABILITY
         -------------

20.1     This Agreement shall be binding on and shall ensure for the benefit of
         each Party's successors and permitted assigns.

20.2     Subject to clause 11 none of the Parties may, without the written
         consent of the others, assign any of their respective rights or
         obligations under this Agreement.

21       NOT A PARTNERSHIP
         -----------------

21.1     Nothing in this Agreement shall create a partnership or establish a
         relationship of principal and agent or any other fiduciary relationship
         between or among any of the Parties.

22       FORCE MAJEURE
         -------------

22.1     If and to the extent that any Party is hindered or prevented by
         circumstances not now reasonably foreseeable and not within its
         reasonable ability to control from performing any of its obligations
         (other than in respect of the payment of money)

                                       19
<PAGE>

         under this Agreement and promptly so notifies the other party giving
         full particulars of the circumstances in question, then the Party so
         affected shall be relieved of liability to the other for failure to
         perform such obligations but shall nevertheless use its best endeavours
         to resume full performance of such obligations without avoidable delay,
         and pending such resumption shall permit and shall use its best
         endeavours to facilitate any efforts that the other Parties may make to
         procure alternative supplies or services.

22.2     Where the period of non performance under clause 22.1 exceeds 45
         Business Days either Shareholder shall be entitled to terminate this
         Agreement forthwith by written notice to the other Shareholders and the
         provisions of clause 13.2 to 13.7 (inclusive) shall apply mutatis
         mutandis as if the Party suffering the event of force majeure was the
         Defaulting Shareholder for the purpose of such clauses.

23       THIS AGREEMENT TO PREVAIL OVER THE ARTICLES
         -------------------------------------------

23.1     In the event of any conflict, ambiguity or discrepancy between the
         provisions of this Agreement and the Articles, the Shareholders shall
         join in procuring that the Articles are altered to accord with the
         provisions of this Agreement, which shall prevail as between the
         Shareholders for so long as this Agreement remains in force.

23.2     Each of the Shareholders agrees with the other that it will:

         (a)      exercise all voting and other rights and powers vested in or
                  available to them respectively to procure the convening of all
                  meetings, the passing of all resolutions and the taking of all
                  steps necessary or desirable to give effect to this agreement;
                  and

         (b)      not exercise any rights conferred on it by the Articles which
                  are or may be inconsistent with its rights or obligations
                  under this agreement.

24       REMEDIES TO BE CUMULATIVE
         -------------------------

24.1     No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy available at law, in
         equity, by statute or otherwise. Each and every other remedy shall be
         cumulative and shall be in addition to every other remedy given
         hereunder or now or hereafter existing at law in equity, by statute or
         otherwise. The election by any party to pursue one or more of such
         remedies shall not constitute a waiver by such party of the right to
         pursue any other available remedy.

24.2     Subject to the time limits in clauses 11.3, 11.5, 11.6 and 13.1 (for
         which purposes time shall be of the essence), a Shareholder's failure
         to insist on strict performance of any provision of this Agreement
         shall not be deemed to be a waiver of that provision or of any right or
         remedy for breach of a like or different nature. Subject as aforesaid,
         no waiver shall be effective unless specifically made in writing and
         signed by a duly authorised officer of the Shareholder granting such
         waiver.

25       COSTS
         -----

                                       20
<PAGE>

25.1     Each of the Parties shall be responsible for its respective legal and
         other costs incurred in relation to the preparation and completion of
         this Agreement.

26       FURTHER ASSURANCE
         -----------------

26.1     Each of the Parties shall, and shall use their respective reasonable
         endeavours to procure that any necessary third parties shall, execute
         and deliver to the other Parties such other instruments and documents
         and take such other action as may be required to carry out, evidence
         and confirm the provisions of this Agreement and the Articles.

27       ANNOUNCEMENTS AND CIRCULARS
         ---------------------------

27.1     Subject as required by law or by the London Stock Exchange Limited or
         by any relevant national or supra-national regulatory authorities, all
         announcements and circulars by or on behalf of any of the Parties and
         relating to the subject matter of this Agreement shall be in terms to
         be agreed between the Parties in advance of issue.

28       ENTIRE AGREEMENT
         ----------------

28.1     This Agreement, the Articles and all other agreements required by the
         terms of this Agreement to be entered into by the Parties set forth the
         entire agreement and understanding between the Parties or any of them
         in connection with the Company and the arrangements described in this
         Agreement.

28.2     No purported variation of this Agreement shall be effective unless made
         in writing.

29       MISCELLANEOUS
         -------------

29.1     If any term or provision in this Agreement shall be held to be illegal
         or unenforceable, in whole or in part, under any enactment or rule of
         law, such term or provision or part shall to that extent be deemed not
         to form part of this Agreement but the enforceability of the remainder
         of this Agreement shall not be affected.

29.2     This Agreement may be entered into in any number of counterparts and by
         the Parties to it on separate counterparts, each of which when executed
         and delivered shall be an original, but all the counterparts shall
         together constitute one and the same instrument.

29.3     This Agreement shall cease to have effect in relation to a Shareholder
         which ceases to hold any Shares save in respect of:

         (a)      any provision of this Agreement which is expressed to continue
                  after such cessation; and

         (b)      any liability which at the time of such cessation has accrued
                  to another party or which may accrue in respect of any act or
                  omission occurring prior to such cessation.


                                       21
<PAGE>

30       NOTICES
         -------

30.1     Any notice required to be given under this Agreement shall be deemed
         duly served if left at or sent by registered or recorded delivery post
         to any Party at its registered office. Any such notice shall be deemed
         to be served at the time when the same is handed to or left at the
         address of the Party to be served and, if served by post, on the day
         (not being a Saturday, Sunday or public holiday) next following the day
         of posting.

30.2     In proving the giving of a notice it shall be sufficient to prove that
         the notice was left or that the envelope containing such notice was
         properly addressed and posted or that the applicable means of
         telecommunications was properly addressed and despatched (as the case
         may be).

30.3     The Company undertakes with each of the Shareholders that it will
         forthwith supply to each Shareholder a copy of any notice which may be
         given to or served on the Company under this Agreement.

31       CHOICE OF LAW, SUBMISSION TO JURISDICTION AND ADDRESS FOR SERVICE
         -----------------------------------------------------------------

31.1     This agreement shall be governed by and interpreted in accordance with
         English law.

31.2     The Parties hereby submit to the exclusive jurisdiction of the High
         Court of Justice in England save under the provisions of clause 12 of
         this Agreement.

31.3     Orbittravel hereby undertakes that within one month of the Completion
         Date it will notify both of the other Parties to the Agreement of the
         person, firm or company who is authorised to accept service of all
         legal process arising out of or connected with this Agreement and
         service on such person, firm or company shall be deemed to be service
         on the Party concerned.

IN WITNESS whereof this Agreement has been executed as a deed the day and year
first above written



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<PAGE>

EXECUTED AS A DEED by               )
WEB TRAVEL SYSTEMS                  )
LIMITED                             )
acting by:



         Director   /s/ Authorized Signatory

         Director/Secretary  /s/Geoff Mullet





EXECUTED AS A DEED by               )
ORBITTRAVEL.COM,  INC.              )
acting by:

         /s/ Joseph R. Cellura

         Director, Chairman & CEO

         Director/Secretary

         /S/David A. Noosinow


EXECUTED AS A DEED by               )
BONVENO.COM  LIMITED                )
acting by:



         Director    /s/ Authorised Signatory

         Director/Secretary  /s/ Geoff Mullet





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