Exhibit 99.3


                    CHARTER AIRCRAFT SERVICES AGREEMENT #(redacted)





                            Dated as of June 11, 2002



                                 By and Between

                              FLIGHTSERV.COM, INC.
                                1954 Airport Road
                                Atlanta, GA 30341
               (Hereinafter referred to as "Indirect Air Carrier")

                                       And

                                 SUNTRIPS, INC.
                               2350 Paragon Drive
                               San Jose, CA 95131
                    (Hereinafter referred to as "Charterer")





This Charter Aircraft Services Agreement ("Agreement") is made and entered into
as of June 11, 2002, by and between FLIGHTSERV.COM, INC. ("Indirect Air
Carrier"), having its principal place of business at 1954 Airport Road, Atlanta,
GA 30341, and SUNTRIPS, INC. ("Charterer"), having its principal place of
business at 2350 Paragon Drive, San Jose, CA 95131.

WHEREAS, Charterer desires to retain services of Indirect Air Carrier, and
Indirect Air Carrier desires to provide aircraft and airline services as set
forth more fully herein;

AND WHEREAS, Indirect Air Carrier shall contract with one or more duly
certificated U.S. air carrier(s), or in the case of international flights, with
authorized foreign air carrier(s) ("Airline") to provide at a minimum certain
Aircraft, Crews, Insurance and Maintenance services.

NOW THEREFORE, for and in consideration of the promises and covenants herein
contained and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows.

                                       1
<PAGE>

ARTICLE 1.       CONTRACTUAL TERM AND CONDITIONS

1.01 The initial term of this Agreement shall be from July 1, 2002 to and
including June 30, 2005. This Agreement may be extended beyond the initial term
in two consecutive one-year options from July 1, 2005 to June 30, 2006 and from
July 1, 2006 to June 30, 2007. Extension of the Agreement shall be at the
Charterer's option and written notice of such extension must be provided no
later than 180 days prior to the commencement date of each extension. The
passenger charter flights (the "Flights") contemplated herein will commence no
earlier than July 1, 2002 and will terminate no later than June 30, 2005 if no
option to extend is exercised, June 30, 2006 if one option to extend is
exercised, and June 30, 2007 if both options to extend are exercised.

1.02 In furtherance of Indirect Air Carrier's obligations more fully described
herein, Indirect Air Carrier shall enter into one or more Passenger Charter
Agreement(s) with one or more Airline(s) to provide Aircraft, Crews, Insurance
and Maintenance and other services required for the safe performance of the
Flights pursuant to this Agreement.

(a)      Charterer and Indirect Air Carrier have entered into a Passenger
         Charter Agreement by and between North American Airlines ("NAA"),
         Flightserv and Suntrips in furtherance of Indirect Air Carrier's
         obligations for services for the time period July 1, 2002 through June
         30, 2003. While this particular Passenger Charter Agreement is a
         tripartite agreement at the insistence of North American Airlines,
         Charterer and Indirect Air Carrier acknowledge that future charter
         agreements with Airlines may constitute similar tripartite agreements
         or may be bilateral agreements between Indirect Air Carrier and the
         respective Airline.

1.03 Subject to the terms and conditions of this Agreement, Charterer agrees to
accept the services of Indirect Air Carrier as specified herein. Charterer also
agrees to comply with applicable provisions of the U.S. Transportation Code
("USTC"), the laws, rules and regulations of any country applicable to the
Flights, including without limitation all applicable orders, decisions and
regulations of the United States Department of Transportation ("DOT"). 1.04
Indirect Air Carrier shall not enter into an agreement with an airline for the
performance of the Flights without the prior written consent of Charterer.
Indirect Air Carrier and Charterer (a) agree to execute in conjunction with any
Passenger Charter Agreement acceptable to Charterer a Co-Charter Supplementary
Agreement as required to comply with DOT policies applicable to co-charter
operator Public Charter programs, (b) acknowledge that this Agreement is
considered a Public Charter co-charter agreement under applicable DOT rules and
policies, and (c) agree that operation of all Flights is subject to prior DOT
acceptance of a Public Charter co-charter operator prospectus (or an amendment
to such prospectus, as the case may be) covering such Flights.

ARTICLE 2.        CHARTER PRICE AND SERVICES

2.01 In consideration for the services rendered by Indirect Air Carrier,
Charterer agrees to pay the Charter Price to the depository account of Indirect
Air Carrier in full in U.S. Dollars no later then fourteen (14) days prior to
departure in accordance with this Agreement and, if applicable, Mexican
Passenger Taxes, Federal U.S. Transportation Taxes, U.S. Departure and Arrival
Taxes, U.S. Customs and Immigration Passenger Arrival Taxes, Passenger
Facilitation Charges, Security fees, and U.S. Agriculture Department Taxes as
required and listed in Exhibit 1.

2.02     In consideration for payment of the Charter Price as provided n Section

2.01 hereof,  Indirect Air Carrier  shall perform or shall cause to be performed
the following services for each Flight:

a.       Aircraft Services, including but not limited to:
     i.       Aircraft operating certificate
     ii.      Aircraft lease costs including reserves
     iii.     Aircraft Dispatch
     iv.      Aviation fuel subject to Article 3.02

                                       2
<PAGE>

b.       Flight Crew Services, including but not limited to:
     i.       Cockpit and Cabin crews and crew training
     ii.      Cockpit and Cabin crew per diem, hotel accommodations and catering
c.       Aviation Insurance, including but not limited to:
     i.       Hull All Risk, War Risk and Allied Perils Insurance
     ii.      Aircraft Third Party, Passenger, Passenger Baggage Liability
              Insurance
     iii.     Third Party Legal Liability Insurance
d.       Aircraft Maintenance, including but not limited to:
     i.       Flight and Maintenance costs
     ii.      Spare supplies
     iii.     GPU costs when necessitated by inoperative APU
e.       Aircraft and Traffic Handling, including but not limited to:
     i.       Ground Handling and Landing Fees
     ii.      Airport slots, Landing rights and En-route charges
     iii.     Aircraft Parking and Ramp
     iv.      Traffic rights and government filings
     f.       Passenger Services, including but not limited to:
     i.       Passenger and baggage check-in
     ii.      Baggage Handling
     iii.     Airport passenger taxes that by government regulation are to be
              paid by the Carrier.
     iv.      In-flight meals of a kind and quality set forth in Attachment B
              to this Agreement
     v.       Aircraft air-conditioning or heating as required
     vi.      Aircraft supplies, pillows, pillowcases, blankets, seat maps and
              other dry goods
     vii.     Purchase, lease of onboard in-flight entertainment movies and
              headsets
     viii.    Passenger delay costs, Interrupted trip expense and Sub-service
              Subject to Article 16
     ix.      Baggage tracing and liability (Subject to Article 6), agent and
              client contact
     x.       Traffic stationary, meal vouchers, baggage tags, delayed baggage
              forms, damage baggage forms; Immigration and other government
              forms for Aircraft passengers and crews;
     xi.      Aircraft interior deep cleaning and other aircraft cleaning

2.03 The Charter Price does not include any charges, expenses or costs not
mentioned in Article 2.02, including the following and Passenger Taxes and Fees
and other charges as more fully described in Exhibit 1: (a) US Federal
Transportation Departure, Arrival and Security Taxes (b) Customs and Immigration
Fees and US Agricultural Taxes (c) Passenger Facility Charges (d) Mexican Taxes
and Airport Passenger Fees (e) Aircraft Passenger Insurance Surcharges (f)
Passenger visas, security screening fees, international airport and airport
passenger taxes 2.04 Subject to Charter Price Escalations permitted in this
Agreement, during the period from July 1, 2002 through June 30, 2003, the
Charter Price for a B757-200 based at Oakland International Airport (OAK) with a
minimum 214 seats shall be as listed below. Charterer shall pay the Charter
Price for the Base Seats only. The Charterer shall be permitted to sell all
remaining seats, and shall bear full marketing responsibility and expense for
all seats on all Flights. For each Additional Seat occupied on the outbound
portion of any Round-trip Rotation, the Charterer shall pay Indirect Air Carrier
the Additional Seat Price no later then seven (7) days after use of such
Additional Seat. Any payments under this Section 2.04 shall be paid directly by
Charterer to such account as is specified in writing by Indirect Air Carrier.
<TABLE>

<S>                             <C>            <C>             <C>             <C>             <C>

------------------------------- -------------- --------------- --------------- --------------- --------------
Round-trip Rotation             Base Seats     Charter         Seat            Additional      Block
                                               Price           Price           Seat Price      Hours
------------------------------- -------------- --------------- --------------- --------------- --------------
------------------------------- -------------- --------------- --------------- --------------- --------------
OAK-CUN-OAK                     175            (redacted)      (redacted)        (redacted)     10.67
------------------------------- -------------- --------------- --------------- --------------- --------------
------------------------------- -------------- --------------- --------------- --------------- --------------
OAK-PVR-OAK                     175            (redacted)      (redacted)        (redacted)      7.17
------------------------------- -------------- --------------- --------------- --------------- --------------
------------------------------- -------------- --------------- --------------- --------------- --------------
OAK-SJD-OAK                     175            (redacted)      (redacted)        (redacted)      6.00
------------------------------- -------------- --------------- --------------- --------------- --------------
------------------------------- -------------- --------------- --------------- --------------- --------------
CUN-DEN-CUN                     175            (redacted)      (redacted)        (redacted)      7.67
------------------------------- -------------- --------------- --------------- --------------- --------------
------------------------------- -------------- --------------- --------------- --------------- --------------
PVR-DEN-PVR                     175            (redacted)      (redacted)        (redacted)      6.33
------------------------------- -------------- --------------- --------------- --------------- --------------

</TABLE>

                                       3
<PAGE>

2.05 Charterer may elect to operate  Round-trip  Rotations not listed in Article
2.04.  In the event  that  Charterer  elects to  operate  Round-trip  Rotations,
Charterer and Indirect Air Carrier shall  negotiate the Charter Price.  Indirect
Air Carrier agrees that, subject to the Charterer's discretion, the pricing will
include 175 Base Seats.  Indirect Air Carrier and  Charterer  further  agree the
same methodology  will be used to calculate any new Round-trip  Rotation Charter
Prices as was used to calculate the existing Round-trip Rotation Charter Prices.

ARTICLE 3.        CHARTER PRICE ESCALATIONS

3.01 Indirect Air Carrier and Charterer agree to conduct a joint annual review
of the pricing set forth above each year during the term of this Agreement. Such
review shall be completed on or before April 1st of each year and any resulting
price adjustments shall be effective July 1 of each year. Any resulting increase
in pricing shall exclude the effect of aviation fuel costs, which shall only be
escalated pursuant to Article 3.03 and 3.04 below. Any increase in pricing under
this Article 3.01 shall not exceed:
<TABLE>

<S>                                           <C>
                    ------------------------- ---------------------------------------
                    On July 1 of:             The charter pricing may be increased
                                              by no more than:
                    ------------------------- ---------------------------------------
                    ------------------------- ---------------------------------------
                    2003                      CPI (All Items)
                    ------------------------- ---------------------------------------
                    ------------------------- ---------------------------------------
                    2004                      CPI (All Items) + 3 Percent
                    ------------------------- ---------------------------------------
                    ------------------------- ---------------------------------------
                    2005                      CPI (All Items)
                    ------------------------- ---------------------------------------
                    ------------------------- ---------------------------------------
                    2006                      CPI (All Items) + 3 Percent
                    ------------------------- ---------------------------------------
</TABLE>

For the purposes of this Agreement, "CPI" shall mean the National Consumer Price
Index for Urban Wage Earners and Clerical Workers, as produced by the U.S.
Bureau of Labor Statistics.

3.02  Notwithstanding  the  limitations  set forth in Article 3.01,  the Charter
Price  (hereinafter  inclusive of any Additional  Seat Price that may then be in
effect)  set  forth in this  Agreement  is  subject  to  increases/decreases  in
aviation insurance,  including Hull All Risks, Hull War, Allied Perils, Aircraft
Third Party, Passenger, Passenger Baggage, Cargo, Mail or Aviation General Third
Party Legal Liability  Insurance.  Further,  the Charter Price set forth in this
Agreement  is subject to  increases/decreases  in aviation  taxes and user fees,
provided that Indirect Air Carrier shall provide  Charterer  with written notice
of  such  increases/decreases  in  accordance  with  Section  6.04  hereof.  Any
increases/decreases  shall  not be  greater  then the  actual  increase/decrease
incurred in the operation of Flights.

3.03 The Charter Price set forth in this Agreement is subject to any
increase/decreases in the price of fuel of 5% over or below the base fuel price
specified in the Passenger Charter Agreement with the carrier ("Base Fuel
Price"), plus any applicable taxes and fees. The formula used in determining the
amount of any increase to be paid by Charterer shall be as follows: for each one
(1) cent increase in the cost of aviation fuel from the Base Fuel Price,
Charterer agrees to pay Indirect Air Carrier the amount of eleven dollars US
($11) per block hour. For each one (1) cent decrease in the cost of aviation
fuel below the Base Fuel Price, Indirect Air Carrier agrees to reduce the
Charter Price by the amount of eleven dollars US ($11) per block hour. Indirect
Air Carrier shall arrange for aviation fuel though Charterer's designated fuel
agent.

3.04 The Charter Price set forth in this Agreement includes aviation fuel that
is based on an assumed average aircraft fuel burn rate of 1100 gallons per block
hour. During the period from July 1, 2002 through September 30, 2002
("Evaluation Period"), the actual average aircraft fuel burn rate per block hour
shall be calculated. As to all flights operating October 1, 2002 and thereafter,
the Charter Price shall be adjusted to reflect the actual aircraft fuel burn
rate experienced during the Evaluation Period; provided, that upon any change in
Airline or aircraft type, the procedure described in this Article 3.04 shall be
repeated.

                                       4
<PAGE>

ARTICLE 4.    AIRCRAFT UTILIZATION GUARANTEE



4.01 During each July 1-June 30 annual period during the term hereof,  Charterer
shall pay Indirect Air Carrier in the manner  specified  in this  Agreement  the
Charter  Price   multiplied  by   (redacted)   block  hours  (the   "Utilization
Guarantee").  In the event that Charterer  elects to cancel any flight or series
of flights and the projected  total Block Hours during the July 1-June 30 period
in which the Flight  cancellation occurs will not meet or exceed the Utilization
Guarantee,  upon such  cancellation  the  Charterer  shall pay to  Indirect  Air
Carrier a  Utilization  Penalty for each hour  cancelled  as follows  (provided,
however,  that no  Utilization  Penalty is payable for any July 1-June 30 period
for which Indirect Air Carrier fails to enter into a Passenger Charter Agreement
acceptable to Charterer):


<TABLE>
<S>                                              <C>
                    ---------------------------- ------------------------------------
                    If the Scheduled             Then the Utilization Penalty per
                    Utilization is:              cancelled Hour shall be:
                    ---------------------------- ------------------------------------
                    ---------------------------- ------------------------------------
                    (redacted)                   (redacted)
                    ---------------------------- ------------------------------------
                    ---------------------------- ------------------------------------
                    (redacted)                    (redacted)
                    ---------------------------- ------------------------------------
</TABLE>


4.02 Indirect Air Carrier shall use the same methodology to calculate the Block
Hours for any new rotations or flights as was used to calculate the Block Hours
for flights initially scheduled to operate pursuant to this Agreement.

4.03 In the event that any of the Flights under this  Agreement are performed by
a Boeing 757 aircraft  operated by Pace Airlines,  Inc., and the  utilization of
such aircraft for the Flights exceeds 275 block hours in any one calendar month,
then the  following  credits  shall apply to offset any  utilization  guarantees
required in that certain Aircraft Charter Agreement between Indirect Air Carrier
and Vacation Express Holdings:


---------------------------------------- -------------------------------------
If the monthly utilization is:           Then the Vacation Express Holding
                                         credit is:
---------------------------------------- -------------------------------------
---------------------------------------- -------------------------------------
301+ hours                               75 hours per month
---------------------------------------- -------------------------------------
---------------------------------------- -------------------------------------
275-300 hours                            37.5 hours per month
---------------------------------------- -------------------------------------

ARTICLE 5.        FLIGHT CANCELLATIONS

5.01 In the event that Charterer cancels one or more Flights, and the Charterer
has scheduled sufficient Flights to ensure that the Utilization Guarantee is met
or exceeded during the July 1-June 30 period in which the Flight cancellation
occurs, no Cancellation Penalty shall be due, provided however, that such
cancellation is made at least thirty (30) days prior to departure. In the event
that such cancellation is made less then thirty (30) days prior to departure,
the following cancellation penalty shall be due within fifteen (15) days of
written notice from Indirect Air Carrier. Any Cancellation Penalty payable by
Charterer to Indirect Air Carrier shall be reduced by any Cancellation Penalty
amounts paid previously or subsequently by Charterer directly to NAA or other
direct air carrier in connection with the Flights.
<TABLE>
<S>                                              <C>
         --------------------------------------- -----------------------------------------------
         If the Cancellation is made:            Then the Cancellation Penalty shall be:
         --------------------------------------- -----------------------------------------------
         --------------------------------------- -----------------------------------------------
         Between 30 and 11 days prior to 50% of the Charter Price less fuel,
         ground departure handling and landing fees.
         --------------------------------------- -----------------------------------------------
         --------------------------------------- -----------------------------------------------
         Between 10 and 0 days prior to          100% of the Charter Price less fuel, ground
         departure                               handling and landing fees.
         --------------------------------------- -----------------------------------------------
</TABLE>


5.02 Any  Cancellation  Penalties paid by the Charterer  shall be applied to the
Utilization  Guarantee at the rate of $(redacted)  per Block Hour of Utilization
Guarantee.  In the  event  that  Charterer  has  paid  Indirect  Air  Carrier  a
Utilization Penalty under this Agreement,  and the Charterer subsequently elects
to add new flights scheduled to operate during the same July 1-June 30 period to
which the Utilization Penalty payment(s) applied,  then (redacted) or (redacted)
per Block  Hour,  as the case may be,  shall be  credited  by the  Indirect  Air
Carrier  toward the  Charter  Price for such new flights  from such  Utilization
Penalty amounts previously paid by the Charterer.


                                       5
<PAGE>

ARTICLE 6.        MISCELLANEOUS

6.01 The Charterer may elect to terminate this Agreement and the North American
Airlines Passenger Charter Agreement ("NAAPCA") due to an event that severely
impacts travel demand, as defined in and on the basis prescribed by the NAAPCA.
Upon such termination Charterer shall be required to pay Airline an early
termination fee of $1,000,000 USD as set forth in the NAAPCA; Indirect Air
Carrier shall have no responsibility for the payment of such early termination
fee or any portion thereof. However, in the event that Charterer elects under
this Article 6.01 to terminate this Agreement and the NAAPCA and pays Airline
the early termination fee, no fee or Cancellation Penalty shall be due Indirect
Air Carrier for the termination of this Agreement.

6.02 Charterer is required to furnish to North American Airlines an irrevocable
Letter of Credit in the amount of $500,000; similar Security Deposits may be
required in the context of flights to be operated by such other Airline(s) as
may be contracted in the future by Indirect Air Carrier (and/or Charterer) in
furtherance of this Agreement (the "Security Deposit"). This Security Deposit
will serve as security for the faithful performance by Charterer of any and all
its obligations under the NAAPCA. Except as provided in this Article 6.02, no
separate or additional security deposit shall be required of Charterer pursuant
to this Agreement other than the Security Deposit in favor of NAA or such other
Airline(s).

6.03 Charterer agrees that all limitations of an Airline's liability and related
provisions set forth in such Airline's contract with Indirect Air Carrier shall
apply with equal force and effect to Charterer as to Indirect Air Carrier. To
the extent Charterer is not a party to the Indirect Air Carrier/Airline
contract, Indirect Air Carrier shall cause a complete copy of the terms of such
contract, with all pricing/financial data redacted, to be furnished to Charterer
so as to assure that Charterer has notice of all such limitations and
Charterer's corresponding responsibilities to provide notice thereof to
passengers.

                                       6
<PAGE>

6.04 Any notice,  request or other communication  between Charterer and Indirect
Air Carrier required,  provided for, or permitted  hereunder shall be in writing
and shall be sent by  certified/registered  mail (with return receipt requested)
or  overnight  delivery as set forth below,  or to such other  address as either
party may hereafter  designate by notice to the other party.  Any  communication
mailed shall be deemed received the fifth (5th) day after mailing. Communication
by facsimile or e-mail  shall be deemed  received  only upon receipt of original
documents sent by  certified/registered  mail (with return receipt requested) or
overnight delivery.

------------------------------------- ----------------------------------
If to Indirect Air Carrier:           If to Charterer:
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
Flightserv.com                        Suntrips
1954 Airport Road, Suite 203          2350 Paragon Drive
Atlanta, GA 30341                     San Jose, CA 95131

Attn. Mr. Kent Elsbree                Attn. Mr. Andrew Dawson
President                             President
kelsbree@flightserv.com               adawson@suntrips.com
------------------------------------- ----------------------------------

6.05 This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York, including all matters of
construction, validity and performance. 6.06 Charterer is the primary
beneficiary of that certain Passenger Charter Agreement dated as of June 11,
2002 with NAA (the "NAA Agreement") and Indirect Air Carrier acknowledges that
any rights exercisable by Charterer as defined under the NAA Agreement shall be
exercisable by Charterer in its sole discretion.

6.07 In the event of a breach by Indirect Air Carrier of this Agreement,
Charterer, in addition to all of its other rights and remedies at law or in
equity, shall have the right to terminate this Agreement and enter into an
agreement directly with NAA or Airline. In the event of a termination of this
Agreement pursuant to this Section 6.07, Indirect Air Carrier agrees that its
shall assign to Charterer all its rights and interests under the Passenger
Charter Agreement with NAA or any other agreement with another Airline for the
performance of the Flights.


ARTICLE 7:                 INSURANCE

7.01 During the Term of this Agreement, Indirect Air Carrier shall require and
cause Airline at its sole cost and expense to maintain the following insurances
to the reasonable satisfaction of Indirect Air Carrier and Charterer and through
such insurance brokers as Charterer and Indirect Air Carrier shall deem
appropriate and Airline finds reasonably acceptable:

a.       Hull All Risks insurance covering the Aircraft against all risks of
         loss or damage on an agreed value basis. Such insurances shall provide
         a waiver of insurer's rights of subrogation against Indirect Air
         Carrier, Charterer, Suntrips, Inc., My Travel, plc and their respective
         directors, officers, agents, servants and employees; as directly
         related to the operation of this contract.

b.       Aircraft Third Party, Passenger, Passengers Baggage, Cargo and Aviation
         General Third Party Legal Liability for a Combined Single Limit (Bodily
         Injury/Property Damage) of USD 500,000,000 for one occurrence and in
         the aggregate in respect of products legal liability. Such insurance
         shall include war and allied perils coverage in accordance with
         standard industry practice, for those perils excluded by War, Hijacking
         and Other Perils Exclusion Article AVN48B or any modification or
         substitution thereof for the time being in force.

                                      7
<PAGE>

7.02     Such Insurance shall -

a.   Include  Indirect  Air Carrier,  Charterer  and its  respective  directors,
     officers,  agents,  servants and  employees  as  additional  assureds  (the
     "Additional Assured") for their respective rights and interests;
b.   Provide that all provisions,  except the limits of liability, shall operate
     in the same  manner  as if there  were a  separate  policy  issued  to each
     assured.

c.   Be primary and without right of contribution from any other insurance which
     may be available to or maintained by the Additional Assured.
d.   Provide  for not less  than  thirty  (30)  days  prior  written  notice  of
     cancellation  or  material  alteration  of the  insurances  to be  given to
     Charterer  except that in the case of war and allied  perils such period of
     notice shall be seven (7) days or such lesser period as may be available in
     accordance  with  policy  conditions.  Notice  will not however be given at
     normal expiry date or in the event of non-renewal.

7.02 Prior to the commencement of this Agreement, and on each and every renewal
of the insurances during the Term of this Agreement, Indirect Air Carrier shall
provide or shall cause to be provided to Charterer, in form reasonably
satisfactory to the Additional Assured, certificates of insurance evidencing
Airline's compliance with the foregoing requirements.


ARTICLE 8:                 BAGGAGE

8.01 Indirect Air Carrier shall issue and deliver to each Passenger, or shall
cause Airline to issue and deliver to each Passenger a standard form of baggage
check. The following baggage allowances shall apply to each Passenger being
transported under the terms of this Agreement. Free baggage allowance, per
Passenger, on all flights, domestic or international, shall be a maximum of two
(2) checked bags having linear dimension (length plus width plus height) not to
exceed 62 inches and 55 inches. Maximum weight of checked baggage shall not
exceed 50 pounds. A maximum of one (1) carry-on bag, not to exceed 45 inches in
overall dimensions (provided the height does not exceed seven inches) per
Passenger, shall be permitted in the passenger cabin. Additional baggage may not
be accepted, subject to space, weight and other operational requirements, and
Indirect Air Carrier will not be liable or responsible for its refusal to accept
any baggage and/or carry-on baggage or articles presented by the passenger in
excess of the baggage allowance stated herein. Airline's baggage allowance
applies to all Flights operated under this Agreement.

8.02 Indirect Air Carrier will accept for transportation as checked baggage such
personal property as is necessary or appropriate for the wear, use or
convenience of the passenger for the purposes of the trip, subject to the
condition that Indirect Air Carrier may refuse to accept checked baggage for
transportation on any flight other than the one on which the Passenger is to be
transported.

8.03 Indirect Air Carrier will not accept liability for any loss or damage to
any carry-on bags. Indirect Air Carrier will accept liability, to the extent
required by law, only for the checked baggage presented by Passenger and for
which a baggage receipt is presented as proof of check-in.

8.04 Indirect Air Carrier will accept cloth, canvas, vinyl and generally any
soft-sided bag as Passenger's checked baggage but accepts absolutely no
responsibility or liability for damage to this type of baggage. Acceptance of
this type of soft sided baggage by the Indirect Air Carrier shall be at the
Passenger's own risk.

8.05 Money, negotiable papers, securities, vital medicines, jewelry, silverware,
precious metals, sporting equipment, cameras, lenses, radios, computers,
electronic equipment or other similar valuables will not be accepted as checked
baggage and Indirect Air Carrier will not be responsible or liable for injury
resulting from the theft, loss, damage to or delay of such valuables which are
included in the Passenger's checked baggage.

8.06 All vital medicines including insulin, pills, and any other medications
will not be accepted as checked baggage and must be hand-carried by the
Passenger. Indirect Air Carrier will not be liable for any medical complications
and/or expenses incurred by Passengers as a result of any medicines and
medications being included in Passengers' checked baggage and not readily
available while in transit.

8.07 Indirect Air Carrier will refuse to accept the following articles for
transportation unless advance written arrangements have been made and accepted
by Indirect Air Carrier: (a) firearms and ammunition, pets; (b) any flammable
liquids, corrosives, compressed gases, as baggage or otherwise, or any other
articles not suitably packed for transportation in the aircraft; (c) any article
listed in the Technical Instruction For The Safe Transport of Dangerous Goods By
Air, approved and published by decision of the Council of International Civil
Aviation Organization (ICAO); (d) any article listed in the Official Air
Transport Restricted Articles Tariff and any revisions thereto of reissues
thereof, issued by Airline Tariff Publishing Company. Any such article will be
accepted only in conformity with the above-named tariff and ICAO instructions.
In addition, carriage of compressed gases in aerosol cans, such as hair sprays,
shaving cream and deodorants are limited to 32 ounces per passenger with a
maximum of 16 ounces per container.

                                       8
<PAGE>

8.08 Indirect Air Carrier's liability for loss of, damage to or delay in the
delivery of Passengers' checked baggage shall be limited to the following: (a)
on Domestic flights, liability, if any, shall not exceed the actual cash value
of the property to a maximum liability of $2,500.00 U.S., or such other amount
as may be required by Part 254 of the DOT Economic regulations for each ticketed
Passenger; (b) on International flights, including domestic portions of
international journeys, liability, if any, shall be limited to approximately
$20.00 US per kilogram ($9.07 US per pound) of the actual cash value of property
up to a maximum of 60 pounds for each ticketed Passenger. If the weight of the
Passenger checked baggage is not endorsed on the baggage check, it shall be
conclusively presumed that the total weight of the checked baggage is the
maximum weight of 60 pounds accepted by the Indirect Air Carrier. Higher
Valuation insurance coverage of checked baggage is not provided by the Indirect
Air Carrier. Passengers desiring additional insurance coverage above the
Indirect Air Carrier's baggage liability limits as stated herein should obtain
such insurance coverage from a private insurance carrier.

8.09 Indirect Air Carrier is not a party or participant to any passenger
interline or baggage transfer agreement with any other commercial or private air
carrier, transportation company (i.e.; bus, taxi, limousine, delivery service,
shipping line, transfer company, etc.) resort, hotel, individual or any other
entity. Any transfer of baggage to or from Indirect Air Carrier's flights by any
such carrier, transportation company, resort, hotel individual or other entity,
with or without the consent of the Passenger, shall be at Passenger's risk.
Indirect Air Carrier's responsibility for checked baggage shall commence upon
acceptance and issuance of Indirect Air Carrier's baggage receipt at check-in
and shall terminate upon return of checked baggage to the Passenger at the
designated baggage claim area at the destination airport.

8.10 All incidents of missing or damaged baggage must be reported to the
Indirect Air Carrier's airport representative by the passenger, in person, prior
to leaving the airport terminal. Checked baggage taken from the airport terminal
will be deemed to have been received by the Passenger in good condition and no
baggage claim will be accepted after baggage has been removed from the airport
terminal.

8.11 Charterer agrees to make best efforts to inform its Passengers of Indirect
Air Carrier's baggage policies, baggage allowances and baggage liability
indicated in Article 8.1 - 8.10 herein and to include such information in every
contract between Charterer and the Passengers.


ARTICLE 9:        DELAY AMENITY

9.01 Indirect Air Carrier shall make every reasonable effort to maintain the
highest level of on-time performance. In any given month, no more than 10% of
the departures under this Agreement will be delayed due to inactions/actions of
Indirect Air Carrier's ground handling agents/subcontractors being the primary
cause of the said delay. In the event that the percentage increases above 10% in
any given month, Indirect Air Carrier shall reduce the Charterer Price $500 for
the affected flight delayed more than 30 minutes.

9.02 Indirect Air Carrier shall make every reasonable commercial effort to
maintain a greater than 85% on-time performance as related to mechanical
reliability and staff performance. Flights that depart within 30 minutes of
scheduled departure time shall be considered on-time. In the event that the
on-time departure performance falls below 85% for a calendar month for reasons
other then Force Majeure or as a result of the actions or inactions of
Charterer, Indirect Air Carrier shall have 14-days to cure such problem. In the
event that Indirect Air Carrier does not cure such problem, Charterer shall have
the right reduce by 2% the Charter Price of each flight that (i) was directly
affected by such problem and (ii) caused the Indirect Air Carrier's on-time

                                       9
<PAGE>

departure performance to fall below 85% in the relevant calendar month. Non
controllable flight delays shall be excluded from the calculation of on-time
performance set forth in Article 9.

9.03 Indirect Air Carrier will not be responsible for delays that shorten the
stay at destination of the passenger, as the Indirect Air Carrier's limit of
obligation is to provide transportation. In the event of a flight delay of four
(4) hours or more Indirect Air Carrier will provide amenities as per Attachment
D. In the event of a delay exceeding 12 hours for reasons other than Force
Majeure, the Indirect Air Carrier authorizes Charterer to issue a $100 travel
voucher to affected passengers. All travel vouchers shall have no cash value and
are non-transferable. The Indirect Air Carrier and the Charterer shall equally
share the responsibility of the cost of the voucher on a 50/50 basis. Each
voucher shall be valid for travel on a future flight of the Charterer when
operated by the Indirect Air Carrier. In regards to the travel vouchers,
Charterer shall:

a.   Advise  Indirect Air Carrier  within two business  days of its intention to
     issue vouchers and provide a passenger manifest of the affected passengers;

b.   Invoice the redeemed vouchers on a monthly basis no more than 60 days after
     the new travel date.  The invoice  should  state  passenger  name,  date of
     originally affected flight and date of redeemed flight.

ARTICLE 10:                FORCE MAJEURE

Neither party accepts liability and shall not be held responsible for any loss,
cancellation of flight(s) or delay resulting from force majeure, including, but
not limited to, war, terrorist or warlike acts, hostilities, riots, civil
commotions, arrest or restraint by or under the order of any government (whether
civil, military or defacto, whether public or local authority), unavailability
of war risk/terrorism insurance,quarantine restrictions, strikes, lockout
actions or labor disturbances that prevent the physical or legal operation of
the aircraft. In case of strikes, lockout actions or labor disturbances
resulting from disputes between the Indirect Air Carrier and its employees, the
Indirect Air Carrier reserves the right to terminate or cancel wholly or in part
any Flight or series of Flights, as stipulated in the respective Charter
Contract(s); notice must be given no less than twenty four (24) hours prior to
the agreed commencement of the flight(s) concerned. In the event of such
termination or cancellation, the contracting parties will reach a separate
agreement on the sharing of costs and expenses resulting from the return
transportation of inbound passengers as soon as the reason for the
non-performance or interruption of the flight(s) is no longer valid. In no event
will Indirect Air Carrier be able to rely on the benefit of the exclusions
listed within this clause unless it can be demonstrated that the exclusion on
which they seek to rely is outside their reasonable control. Further, there
shall be no obligation for either party to pay or perform during the period in
which Force Majeure exists. Finally, the party not directly affected by the
Force Majeure (the "Victim") shall have the right to contract with a third party
whilst the Force Majeure period exists. Provided such extended period is
commercially necessary, the Victim shall be free to contract with a third party
beyond the length of the Force Majeure if so necessary, without penalty to that
Victim. As such, if for example Airline's pilots were on strike for one month,
and it was both reasonable to assume that the delay would last a reasonable
length of time and it was the only deal available, Charterer would be able to
contract with a third party airline to fly for a period of two (2) months with
no penalty to Charterer and with no payment being made to Indirect Air Carrier
or Airline during this period. In no event will Indirect Air Carrier or
Charterer be liable for damages of any kind arising out of or related to any
cancellation or delay excusable herein.


IN WITNESS WHEREOF, Indirect Air Carrier and Charterer have caused this
Agreement to be executed by their duly authorized representatives on the date
shown below.
<TABLE>
<S>                                                      <C>

     For Indirect Air Carrier:                              For Charterer:

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Signature                                              Signature

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Name (Printed)                                         Name (Printed)

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Title                                                  Title

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Date                                                   Date
</TABLE>



                                       10
<PAGE>

<TABLE>
<CAPTION>


                                                          EXHIBIT 1


                      incorporated as part of Charter Aircraft Services Agreement #(redacted) by and between:
<S>                                      <C>                          <C>


              FLIGHTSERV.COM, INC.                                                    SUNTRIPS, INC.
          1954 Airport Road, Suite 203                                              2530 Paragon Drive
               Atlanta, GA 30341                                                    San Jose, CA 95131
            Telephone: 770-986-9791                                          Telephone: 408-432-1101 ext 7500
            Facsimile: 770-986-9792                      And                     Facsimile: 408-457-9275
             Contact: Kent Elsbree                                                Contact: Andrew Dawson
</TABLE>
<TABLE>
<S>                                            <C>            <C>      <C>                       <C>



Taxes/Fees (as of June 5, 2002)                  Amount       Incl?*   Unit                         Payee
------------------------------------------------ ------------ -------- ---------------------------- ------------
------------------------------------------------ ------------ -------- ---------------------------- ------------
US International Departure Tax                   $13.20       No       US Int'l Dep. Pax            IRS
US International Arrival Tax                     $13.20       No       US Int'l Arr. Pax            IRS
US APHIS                                         $3.10        No       US Int'l Arr. Pax            IRS
US Immigration                                   $7.00        No       US Int'l Arr. Pax            IRS
Mexican DNI (Tourist Immigration)**              $21.62       No       Mex Int'l Arr. Pax           Flightserv
Mexican DSM (Immigration)**                      $4.33        No       Mex Int'l Arr. Pax           Flightserv
Mexican TUA (Passenger Departure)**              $15.84       No       CUN Int'l Dep. Pax           Flightserv
Mexican TUA (Passenger Departure)**              $17.83       No       PVR Int'l Dep. Pax           Flightserv
Mexican TUA (Passenger Departure)**              $17.25       No       SJD Int'l Dep. Pax           Flightserv
US September 11 Security Fee                     $2.50        No       US Dep. Pax                  Flightserv
Mexico Peak-time Departure Surcharge             $175.00      No       Per Mex. A/C Departure       Flightserv
Passenger Insurance Surcharge                    $437.50      No       Per A/C Round-trip           Flightserv
Passenger Facility Charge                        $3.00        No       OAK Dep. Pax                 Flightserv
International Arrivals Building                  $7.00        Yes      OAK Int'l Arr. Pax           N/A
Passenger Facility Charge                        $4.50        No       DEN Dep. Pax                 Flightserv
International Arrivals Building                  $5.82        Yes      DEN Int'l Arr. Pax           N/A
</TABLE>

All amounts payable to Flightserv shall immediately become payable to Airline or
proper authority. Prices are subject to change depending upon government,
airport, or terminal imposition of charges.

* Included in Charter Price
** Based on exchange rate of 9.01 Peso = 1.00 USD

<TABLE>
<S>                                                        <C>

     For Indirect Air Carrier:                              For Charterer:

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Signature                                              Signature

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Name (Printed)                                         Name (Printed)

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Title                                                  Title

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Date                                                   Date
</TABLE>

                                       11
<PAGE>
<TABLE>
<CAPTION>


                                                          EXHIBIT 2

                      incorporated as part of Charter Aircraft Services Agreement #(redacted) by and between:
<S>     <C>                                     <C>                      <C>

              FLIGHTSERV.COM, INC.                                                    SUNTRIPS, INC.
          1954 Airport Road, Suite 203                                              2530 Paragon Drive
               Atlanta, GA 30341                                                    San Jose, CA 95131
            Telephone: 770-986-9791                                          Telephone: 408-432-1101 ext7500
            Facsimile: 770-986-9792                      And                     Facsimile: 408-457-9275
             Contact: Kent Elsbree                                                Contact: Andrew Dawson

</TABLE>

------------------------------- ---------------------------
Round-trip Rotation             Menu
------------------------------- ---------------------------
------------------------------- ---------------------------
OAK-CUN-OAK                     Supreme Snack
------------------------------- ---------------------------
------------------------------- ---------------------------
OAK-PVR-OAK                     Grand Snack
------------------------------- ---------------------------
------------------------------- ---------------------------
OAK-SJD-OAK                     Grand Snack
------------------------------- ---------------------------
------------------------------- ---------------------------
CUN-DEN-CUN                     Grand Snack
------------------------------- ---------------------------
------------------------------- ---------------------------
PVR-DEN-PVR                     Grand Snack
------------------------------- ---------------------------
<TABLE>
<CAPTION>

SAMPLE CATERING MENU ** Subject to Catering Availability and Monthly Catering Rotations
<S>                         <C>                                    <C>
--------------------------- -------------------------------------- ------------------------------------------
                            AM Departures                          PM Departures
--------------------------- -------------------------------------- ------------------------------------------
--------------------------- -------------------------------------- ------------------------------------------
Grand Snack                 Nabisco Wheat Crackers                 Carr's Water Crackers
                            Le Petite Fromage Cheese Cup           Le Petite Fromage Cheese Cup
                            Quaker Fruit and Oatmeal Bar           Gristmill Strawberry Bar
                            Sunmaid Raisins                        Sunmaid Raisins
                            Oero Cookie - 2 pack                   Three Musketeer Candy Bar
--------------------------- -------------------------------------- ------------------------------------------
--------------------------- -------------------------------------- ------------------------------------------
Supreme Snack            1/2 Hoggie                            1/2 Hoggie
                            Nabisco Wheat Crackers                 Carr's Water Crackers
                            Le Petite Fromage Cheese Cup           Le Petite Fromage Cheese Cup
                            Quaker Fruit and Oatmeal Bar           Gristmill Strawberry Bar
                            Sunmaid Raisins                        Sunmaid Raisins
                            Oero Cookie - 2 pack                   Three Musketeer Candy Bar
--------------------------- -------------------------------------- ------------------------------------------
</TABLE>
<TABLE>

<S>                                                    <C>

     For Indirect Air Carrier:                              For Charterer:

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Signature                                              Signature

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Name (Printed)                                         Name (Printed)

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

     Title                                                  Title

     ---------------------------------------------          -----------------------------------------------
     ---------------------------------------------          -----------------------------------------------
     Date                                                   Date

</TABLE>

                                       12
<PAGE>


                     Summary of Suntrips Program Operations
                 Oakland Based 757-200 with 175min/215max Seats
                       Operated by North American Airlines

Excerpt from Suntrips and  flightserv  contract - last page of routes and prices
schedule  as of August  2002.  Note that the  schedule  of routes  and prices is
modified  from time to time based upon  changes  in the  flight  schedules.  The
Company assumes no obligation to update this information.
                                                                   Annual
--------------------------------------------------------------------------------
Suntrips Price
                   Base Rotation*       (table detail redacted)   $20,802,600
                   Surcharges           (table detail redacted)      $318,500
                                                                  -----------
                     Rotation Total     (table detail redacted)   $21,121,100
                                                                  ===========

North American Cost
                   Base Rotation        (table detail redacted)

Flightserv Margin

* Prior to fuel consumption surcharge


<PAGE>