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                                                                   EXHIBIT 10.33


                      JOINT CONTENT DISTRIBUTION AGREEMENT
                      ------------------------------------

     This Exclusive Content Distribution Agreement ("Agreement") is entered into
this 9th day of January, 2000, by and between OrbitTravel.com, Inc., a
Delaware corporation ("OrbitTravel"), whose address is One Union Square South,
Suite 10-J, New York, NY 10003, and AsiaGateway.com, Ltd., a corporation
registered in the Cayman Islands ("AsiaGateway"), whose address is 276 5th
Avenue New York, NY.

                                    RECITALS
                                    --------

1.   OrbitTravel is in the business of developing, providing, and operating on-
     line interactive services, websites, computerized databases, and
     communications systems within the travel industry that provide third
     parties remote access to on-line computerized databases. OrbitTravel has
     created and owns a computerized travel information and reservations system
     for the on-line distribution of travel-related information and services
     known as "TravelFile".

2.   AsiaGateway maintains a website known as "AsiaGateway.com" which
     distributes news and other informational content relating to the people,
     nations, and business of Asia and the Pacific Rim.

3.   The parties desire to establish an joint online content distribution
     relationship whereby AsiaGateway shall actively promote and distribute
     travel related content provided by OrbitTravel on the AsiaGateway.com
     website, and OrbitTravel shall actively promote and distribute content
     pertaining to Asia through OrbitTravel's distribution channels, all in
     accordance with the terms and conditions of this Agreement.

                                   AGREEMENTS
                                   ----------

SECTION 1.     CONTENT DISTRIBUTION AND PROMOTION
-------------------------------------------------

1.1  OrbitTravel Content:  Immediately following the execution of this
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     Agreement, OrbitTravel shall provide AsiaGateway with travel-related
     informational Content to be included within AsiaGateway.com. For the
     purposes of this Agreement, "Content" shall mean text, database files and
     records, images, video, audio (including, without limitation, music used in
     time relation with text, images, or video), and all other travel-related
     data, products, services, advertisements, promotions, links, and pointers
     utilized within an Internet Website. OrbitTravel hereby grants AsiaGateway
     a limited license for the sole purpose of displaying such Content on the
     AsiaGateway.com website, the term of which shall be concurrent with the
     term of this Agreement.

     (a)  Form of Content: The nature and extent of the Content to be provided
          ---------------
          by OrbitTravel to AsiaGateway shall be as agreed upon by the parties
          from time
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          to time. However, the parties anticipate the Content shall be provided
          by OrbitTravel through various linked hypertext pages as follows:

          (i)  Home Page Button: OrbitTravel and AsiaGateway shall place an
               ----------------
               animated button (gif) image, text link, or other graphic
               representation on the AsiaGateway.com home page (the "Button").
               The Button shall contain a travel-related message mutually agreed
               upon by the parties, and shall remain a fixed presence on
               AsiaGateway's Home Page from the date of its implementation
               throughout the term of this Agreement. AsiaGateway will establish
               a hypertext link from the Button to various HTML (Web) pages that
               display the Content to be provided by OrbitTravel for display on
               AsiaGateway.com. The Button and the corresponding Web pages shall
               conform to the overall appearance ("look and feel") of
               AsiaGateway.com, and shall be timely updated to conform to any
               changes made to the look and feel of AsiaGateway.com.

          (ii) Additional Travel Related Content: OrbitTravelTravel may provide
               ---------------------------------
               AsiaGateway with additional travel related Content for inclusion
               in the AsiaGateway Website, the extent and nature of which shall
               be mutually agreed upon by the parties, which Content may include
               (but shall not necessarily be limited to) text and images
               pertaining to travel contests, featured destinations, hotspots,
               travel advisories, and special events.

     (b)  Bookings: Visitors to the AsiaGateway Website shall have the ability
          --------
          to book travel reservations through the use of hypertext links to
          OrbitTravel's booking engine. Any bookings made through the
          AsiaGateway site shall be subject to the revenue sharing provisions of
          Section 2.2 of this Agreement.

     (c)  Content Promotion: AsiaGateway shall display credit to OrbitTravel in
          -----------------
          connection with any travel-related Content displayed on-line, and, if
          practicable, will brand the Content with the OrbitTravel logo.
          AsiaGateway shall utilize its best efforts to promote the travel
          related Content supplied by OrbitTravel to users of the AsiaGateway
          Website.

     (d)  Content Updates: OrbitTravel shall be responsible for ensuring that
          ---------------
          all Content provided by it is current, accurate, and conforms to
          adequate technical and operational standards, and shall be further
          responsible for deleting all obsolete Content on a regular basis.

1.2  AsiaGateway Content: Immediately following the execution of this Agreement,
     -------------------
     AsiaGateway shall provide OrbitTravel with Asia-related informational
     Content. AsiaGateway shall provide all Content through a hypertext link
     placed within OrbitTravel's distribution channel, or otherwise in a
     compatible electronic file format in accordance with OrbitTravel's
     specifications. AsiaGateway hereby grants OrbitTravel a limited license for
     the sole purpose of displaying such Content on OrbitTravel's distribution
     channels, the term of which shall be

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     concurrent with the term of this Agreement. All Content so provided shall
     be stored and displayed from OrbitTravel's server network. AsiaGateway
     shall be responsible for ensuring that all Content is current, accurate,
     and conforms to adequate technical and operational standards. AsiaGateway
     shall be responsible for updating all rates, charges, procedures,
     availability, marketing, and all other information to be distributed
     on-line, and for deleting all obsolete Content on no less than a yearly
     basis.

     (a)  Content Display: OrbitTravel shall have the right to display any
          ---------------
          Content provided by AsiaGateway through any or all of OrbitTravel's
          on-line distribution channels, including, but not limited to,
          travelfile.com, travelfileaol.com, and the Global Distribution
          Systems. Any Content display shall be at OrbitTravel's sole and
          absolute discretion, and OrbitTravel reserves the right to refuse the
          display of any Content that it determines to be inappropriate for
          on-line display and distribution. OrbitTravel shall display credit to
          AsiaGateway in connection with any Content displayed on-line, and, if
          practicable, will brand the Content with the AsiaGateway logo.

     (b)  Content Promotion: OrbitTravel shall work with AsiaGateway to program
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          and promote the availability of the AsiaGateway Content throughout
          appropriate areas within OrbitTravel's distribution channels. In
          addition, and in order to maximize the audience to OrbitTravel's
          distribution channels, OrbitTravel may distribute, promote, and link
          to individual or whole portions of the AsiaGateway Content from any
          distribution channel area. Any promotion of the AsiaGateway Content
          shall be subject to OrbitTravel's sole editorial discretion.

     (c)  Changes to Distribution Channels: OrbitTravel shall work with
          --------------------------------
          AsiaGateway to accommodate any change or alteration in OrbitTravel's
          distribution channels that affect the distribution of the AsiaGateway
          Content.

1.3  Promotional Rights: Either party shall have the right to make use of this
     ------------------
     Agreement in such party's Website, media and sales kits, trade advertising,
     and/or otherwise to its discretion, subject to the other party's right to
     pre- approve any use of its logo, editorial or trademarks in the promoting
     party's print materials and advertising. As soon as practicable following
     the execution of this Agreement, the parties shall issue a joint press
     release approved by each party to the industry press, announcing the
     substance of this Agreement and AsiaGateway's official relationship for
     value added content development with OrbitTravel.

1.4  Content Ownership: The parties understand and agree that, notwithstanding
     -----------------
     any licenses or other rights granted elsewhere herein, any and all rights
     associated with the Content and related intellectual property provided by
     either party for inclusion in the other party's Website is and shall remain
     the sole property of the providing party. All other content and related
     intellectual property associated

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     with OrbitTravel.com's websites and distribution channels is and shall
     remain the property of OrbitTravel.com, and all other content and related
     intellectual property associated with AsiaGateway.com is and shall remain
     the property of AsiaGateway.


SECTION 2.     PAYMENTS AND REVENUE SHARING
-------------------------------------------

2.1  Stock Issuance: In consideration for the distribution and promotional
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     duties undertaken by AsiaGateway pursuant to this Agreement, within thirty
     (30) days following the execution hereof, OrbitTravel shall cause Divot to
     issue to AsiaGateway 200,000 shares common stock, .001 par value. When so
     issued, the OrbitTravel shares shall be considered fully paid and
     nonassessable, and shall be represented by a certificate or certificates,
     in genuine and unaltered form, duly endorsed in blank or accompanied by
     duly executed stock powers endorsed in blank, with requisite stock transfer
     stamps, if any, attached.

2.2  Revenue Sharing: The parties shall share any commissions or other revenues
     ---------------
     realized through travel bookings completed through Content displayed on
     AsiaGateway, with sixty percent (60%) of such commissions to be distributed
     to OrbitTravel, and forty percent (40%) of such commissions to be
     distributed to AsiaGateway. OrbitTravel shall be responsible for the
     calculation of all such revenues, and shall provide AsiaGateway with a
     written report (either in electronic or printed form) detailing the nature
     and extent of such revenues, and shall pay AsiaGateway's revenue share, no
     later than the tenth (10th) day of the month following that in which such
     revenues were received by OrbitTravel.


SECTION 3.    REPRESENTATIONS AND WARRANTIES
--------------------------------------------

3.1  Each party represents and warrants that it will distribute the Content
     provided by the other party in the manner set forth in this Agreement. Each
     party further represents and warrants that it owns or otherwise has the
     unlimited right to publish any and all printed material and/or graphics to
     be distributed on-line. Each party further represents and warrants that the
     Content provided to such party pursuant to this Agreement will be of the
     same or superior quality (in terms of its editorial, community, and
     functional appeal) as is available through such party's own publications or
     websites.


SECTION 4.     TERM AND TERMINATION
-----------------------------------

4.1  Effective Period: This Agreement shall become effective as of the date set
     ----------------
     forth above and shall remain in effect for three (3) years (the "Effective
     Term"). Unless otherwise canceled following the expiration of the Effective
     Term, this Agreement shall renew automatically for additional three (3)
     year term following

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     the expiration of the Effective Term, provided, however, that either party
     may cancel the Agreement following the Effective Term, with or without
     cause, by providing the other party with ninety (90) days written notice
     thereof.

4.2  Termination: This Agreement shall terminate upon the occurrence of any one
     -----------
     or more of the following events:

     (a)  Either party fails to timely and properly perform any material
          covenant, agreement, obligation, term, or condition contained herein,
          and such failure continues for a period of thirty (30) days after
          receipt by the defaulting party of written notice thereof from the
          other party. The thirty (30) day cure period shall not apply if the
          failure to perform is not capable of being cured.

4.3  Consequential Damages: Under no circumstance shall either party be liable
     ---------------------
     to the other for lost profits, revenues, savings, or data, and any other
     consequential, indirect, special, or incidental damages that may arise from
     that a breach or default of the terms of this Agreement, including any
     damages which may arise under any indemnities provided by either party
     under this Agreement.


SECTION 5:  INDEMNIFICATION
---------------------------

5.1  AsiaGateway Indemnification: AsiaGateway hereby agrees to indemnify and
     ---------------------------
     hold harmless OrbitTravel, its 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 against OrbitTravel in any forum, by reason of:

     (a)  Any alleged inaccuracy, copyright infringement or any other claim
          arising in connection with the Content provided by AsiaGateway for
          on-line distribution, including but not limited to any defamatory or
          allegedly defamatory material placed on-line;

     (b)  Misappropriation, violation, or infringement of any proprietary
          rights, trademarks, trade names, or service marks utilized by
          AsiaGateway;

     (c)  AsiaGateway'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 AsiaGateway or its affiliates.

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5.2  OrbitTravel Indemnification: OrbitTravel hereby agrees to indemnify and
     ---------------------------
     hold harmless AsiaGateway, its 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 against AsiaGateway in any forum, by reason of:

     (e)  Any alleged inaccuracy, copyright infringement or any other claim
          arising in connection with the Content provided by OrbitTravel for
          on-line distribution, including but not limited to any defamatory or
          allegedly defamatory material placed on-line;

     (f)  Misappropriation, violation, or infringement of any proprietary
          rights, trademarks, trade names, or service marks utilized by
          OrbitTravel;

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

     (h)  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 OrbitTravel or its affiliates.

SECTION 6.  CONFIDENTIALITY
---------------------------

6.1  Confidential Information: For purposes of this Agreement, confidential
     ------------------------
     information shall include (but not be limited to) any: (i) software, and
     (ii) any and all trade secrets or other proprietary information of either
     party concerning past, present, or future research, development, customers,
     business activities or affairs, finances, properties, methods of operation,
     processes, and systems which are reasonably considered by such party to be
     confidential. The party which receives confidential information from the
     other party agrees to maintain such information in secrecy at all times,
     and to take reasonable steps, including such steps as it takes to protect
     its own proprietary information, prior to and after termination of this
     Agreement, to prevent the duplication of disclosure of any such
     confidential and proprietary information, other than by or to its own
     employees or agents who must have access to such information to perform
     such party's obligations hereunder. Information of either party shall not
     be subject to the obligations imposed by this Section if such information
     is publicly available or is lawfully obtained by the disclosing party from
     another source free of restrictions or is independently developed by the
     disclosing party.

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SECTION 7.     GENERAL PROVISIONS
---------------------------------

7.1  Notices: Any notice or communication required under this Agreement to be
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     made to either party shall be typewritten in English and shall be
     considered delivered when personally delivered, delivered by registered
     U.S. Mail with confirmed receipt (postage prepaid), or delivered by
     overnight courier to the address of the party as set forth above.

7.2  Titles and Captions: All article and section titles or captions in this
     -------------------
     Agreement are for convenience only. They shall not be deemed a part of this
     Agreement, and in no way define, limit, extend, or describe the scope or
     intent of any of its provisions.

7.3  Binding Effect: This Agreement shall be binding upon and inure to the
     --------------
     benefit of the Parties and their successors, legal representatives, and
     permitted assigns.

7.4  Entire Agreement: This Agreement constitutes the entire agreement between
     ----------------
     the parties hereto, and supersedes all prior and contemporaneous
     agreements, arrangements, negotiations, and understandings between the
     parties hereto relating to the subject matter hereof. There are no other
     understandings, statements, promises or inducements between the parties,
     oral or otherwise, contrary to the terms of this Agreement. No
     representations, warranties, covenants, or conditions, express or implied,
     whether by statute or otherwise, other than as set forth herein have been
     made by any party hereto. No waiver of any term, provision, or condition of
     this Agreement, whether by conduct or otherwise, in any one or more
     instances, shall be deemed to be, or shall constitute, a waiver of any
     other provision hereof, whether or not similar, nor shall any such waiver
     constitute a continuing waiver, and no waiver shall be binding unless
     executed by the party making such waiver.

7.5  No Partnership or Joint Venture: This Agreement, and the distribution and
     -------------------------------
     other rights provided hereunder, are not intended to, and shall not for any
     reason, be deemed to create a partnership, joint venture, or similar
     relationship between the parties.

7.6  Counterparts: This Agreement may be executed in one or more counterparts,
     ------------
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

7.7  Invalidity of Provisions: If any provisions of this Agreement is or becomes
     ------------------------
     wholly or partly invalid, illegal, or unenforceable, the validity,
     legality, and enforceability of the remaining provisions shall continue in
     force unaffected, and the parties shall meet as soon as possible and
     negotiate in good faith upon a

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     replacement provision that is legally valid and that as nearly as possible
     achieves the objectives of the Agreement and produces an equivalent
     economic effect.

7.8  Force Majeure: Neither party shall be liable to the other in the event and
     -------------
     to the extent that performance is delayed or prevented by any cause
     reasonably beyond such party's control, including, but not limited to, acts
     of God, public enemies, war, civil disorder, fire, flood, explosion, labor
     disputes or strikes, or any acts or orders of any governmental authority,
     inability to obtain supplies or materials (including, without limitation,
     computer hardware) or any delay or deficiency caused by the electrical or
     telephone line suppliers or other common carriers.

7.9  Governing Law/Arbitration: This Agreement shall be construed and governed
     -------------------------
     in accordance with the laws of the State of New York without regard to any
     conflicts of law rules. Any controversy or claim arising out of or relating
     to this agreement shall be determined by arbitration in accordance with the
     International Arbitration Rules of the American Arbitration Association.
     The number of arbitrators shall be one (1) and the place of arbitration
     shall be New York City, New York, and the language of the arbitration shall
     be in English.

     IN WITNESS WHEREOF, the parties have executed the Agreement as of the day
     and year written above.



ORBITTRAVEL.COM, INC.            ASIAGATEWAY.COM, LTD.



By: /s/ Joseph R. Cellura        By: /s/ Aditha Reksono
    -----------------------         --------------------------

Title: Chairman & CEO            Title: Chairman & CEO
      ---------------------           ------------------------

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