EXHIBIT 99.2


                     INDIRECT CHARTER AGREEMENT #(redacted)


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         This Agreement is made and entered into as of November 29, 2001, by and
between FLIGHTSERV.COM, Delaware corporation ("Indirect Air Carrier"), having
its principal place of business at 1954 Airport Road, Suite 203, Atlanta, GA
30341 and VE HOLDINGS, INC. d/b/a Vacation Express ("Charterer"), having its
principal place of business at 2987 Clairmont Road, Suite 205, Atlanta, GA
30329.

         WHEREAS, Indirect Air Carrier desires to charter airline services to
Charterer, and Charterer desires to charter from Indirect Air Carrier, certain
aircraft and services as set forth more fully herein;

         WHEREAS, this Agreement is commonly known as an Indirect Charter
Agreement, wherein, Indirect Air Carrier has contracted for the aircraft, crews,
maintenance and insurance ("ACMI") and all other expenses associated with the
charter unless specifically accepted by the Charterer in this Agreement;

         WHEREAS, Indirect Charter contracted for PACE AIRLINES ("Airline") to
provide the ACMI services for flights pursuant to this Agreement.

          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:

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Section 1  -      Term of Charter

The term of this  Agreement  shall be from  December  20, 2001 to and  including
December 19, 2004, a period of 36 months.  This  agreement may be extended up to
December  19,  2007 after  December  20,  2002 with  mutual  agreement  but such
extension must be completed by December 19th, 2003. Subject to such extension as
may be permitted  under this  Agreement,  the charter  contemplated  herein will
commence on the date of the first  flight and will  terminate on the date of the
last flight set forth in Appendix A hereto.

Section 2  -      Condition Precedent

Performance  of  this   agreement  is  conditional   upon  receipt  of  required
permissions,   U.S.  Department  of  Transportation  Public  Charter  Authority,
approvals and consents of all appropriate and required government authorities on
or before fifteen (15) days before the start of the proposed operation. Indirect
Air Carrier will cause the Airline to seek U.S. Federal Aviation Authority (FAA)
approval and all governmental approvals,  including but not limited to approvals
of foreign authorities and make all required filings.  Indirect Air Carrier will
seek U.S.  Department  of  Transportation  (DOT)  approval and make the required
filings.  Upon written  request,  each will assist the other in  obtaining  such
approval, authorities and rights.

     This Agreement is further conditioned upon the leasing of six (6) Boeing
737 aircraft pursuant to such terms and conditions that are satisfactory to
Airline in its sole and absolute discretion. Lease Agreement to be completed by
no later than 7th September 2001 and Indirect Air Carrier shall advise the
Charterer of the lease negotiations status no later than 31st August 2001.
Failure to comply with either of these obligations shall release Charterer and
Airtours plc from all further obligations forthwith. The acquisition condition
date may be extended by mutual consent. This condition was met by September 7,
2001.

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     This Agreement is further conditioned upon the negotiation and execution of
a Co-Charter Supplementary agreement between Airline, Indirect Air Carrier and
Charterer. This condition was met by August 15, 2001.

     This Agreement is further conditioned upon Charterer being satisfied by
September 7th 2001 following an audit of Airline's operation (with which Airline
shall fully cooperate) that Airline has the available resources to fulfill this
contract. Failure to satisfy Charterer shall release Charterer, Airtours plc,
its group companies from all further obligations forthwith. This condition was
met by September 7, 2001.

     This Agreement is further conditioned upon Charterer issuing of a Letter of
Credit that shall list the Airline as beneficiary. Such Letter of Credit as
provided in Charter ACMI Agreement #VE0008 shall be maintained during the term
of this Agreement and for a period thirty (30) days thereafter. This condition
was met by September 15, 2001.

     This Agreement is further conditioned upon Indirect Air Carrier issuing of
a Letter of Credit on or before December 20th 2001 in the sum of US$200,000
(Charterer having the right to review this figure from time to time if
reasonably necessary) in a form reasonably satisfactory to Charterer that shall
list the Charterer as beneficiary. Such Letter of Credit shall be maintained
during the term of this Agreement and for a period thirty (30) days thereafter.

Section 3  -      Primary Payment Obligations of Charterer

      The "Charter Price" shall at the commencement of this Agreement be as
specified  in Appendix A in  consideration  of the  performance  by Indirect Air
Carrier of its obligations under the Agreement.

      Charterer will remit at least fourteen (14) days prior to each Flight the
appropriate Charter Price to the Indirect Air Carrier pursuant to Appendix A,
subject to the contract not having been breached prior to the due date. The said
payment shall be made into an escrow account, and shall not accessed by either
Indirect Air carrier or Airline until the said Flight has departed. Subject to
these same provisos, Charterer agrees to pay Indirect Air Carrier the Annual
ACMI Guarantee as listed in Appendix A (subject to the provisos contained within
the schedule), for the flights per calendar year during the term of this
contract. For the purpose of clarification, this does not mean that Charterer is
liable to pay both the Charter Price and the Annual ACMI Guarantee - the Annual
ACMI Guarantee is made up of the individual Charter Prices of the flights listed
in Appendix A. Payment to Indirect Air Carrier is subject to its performance or
availability to perform (ie the Indirect Air Carrier is ready able and willing
to perform, but does not do so either due to a prior material default by the
Charterer, or a request by the Charterer that they should not perform) the terms
and provisions of this Agreement.

     For the purposes of this agreement, all airports outside the United States
which are contained within the flight program contained within this Agreement,
together with Sanford, Florida within the United States, and such other airports
as may be added from time to time by the parties shall be known as the "C
Airports".

     For the purposes of this agreement, all airports inside the United States,
and which are contained within the flight program contained within this
agreement (excluding Sanford, Florida), and such other airports as may be added
from time to time between the parties shall be known as the "F Airports".

Section 4  -      Obligations of the Charterer

         Charterer will submit its flight schedule to Indirect Air Carrier no
less than twenty (20) days prior to the first departure date of that month.
There will be no schedule changes less than ten (10) days prior to departure
without mutual consent of the parties, whose consent will not be unreasonably
withheld.

     In relation to the C Airports, Charterer will be responsible at all times
for the performance of its employees subcontractors or agents, except to the
extent resulting directly or indirectly from the action or inaction of Indirect
Air Carrier, Airline, or their directors, officers, agents, servants or
employees.

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     Additionally, Charterer shall be responsible for contracting with the
necessary third parties at the C Airports to carry out the Obligations, and
shall be responsible for paying for their services.

     Charterer shall reimburse Indirect Air Carrier all those taxes that are
outlined in Schedule D from time to time at the prevailing rate which Indirect
Air Carrier may be obliged to pay from time to time. Indirect Air Carrier shall
immediately remit taxes to the proper governmental authority and indicate this
by signing the Declaration of Obligation (attached).

Charterer will be responsible for the payment of Fuel Charges pursuant to
Section 8 of this Agreement.

Charterer will be responsible for the payment of Charter Price Escalation
Charges pursuant to Section 9 of this Agreement.

Section 5  -      Obligations of Indirect Air Carrier

     Indirect Air Carrier agrees to charter certain aircraft (the "Aircraft") to
Charterer in accordance  with the terms and  conditions of this  Agreement.  The
aircraft type and capacity,  routing(s),  price,  payment schedule,  and related
information  are set forth in Appendix A. The  Aircraft  shall be  delivered  to
Charterer  in the  configurations  set forth in  Appendix A and in the usual and
customary condition (including full compliance with air worthiness  regulations)
for Aircraft similarly situated.

     In consideration of payment by Charterer of the amounts set forth in
Appendix A, Indirect Air Carrier shall cause Airline to provide such ACMI
services in respect of such operation:

a)       Fully qualified and licensed cockpit crews as required to carry out the
         flights;

b)       All required cabin crew to carry out the flights, who will
         (together with the cockpit crew) at all times during the operation
         of the Aircraft be the employees of Airline;

c)       All normal pay and allowances payable by Airline, to its above
         identified employees;

d)       Flight dispatch services for the Aircraft with respect of the flights
         conducted hereunder;

e)       All necessary  scheduled and unscheduled  maintenance  and repair to
         the Aircraft in accordance  with FAA  requirements and Airline's and
         manufacturer's approved maintenance programs;

f)       Insurance as set forth below in Section 7 below.

Additionally,  in consideration of payment by Charterer of the amounts set forth
in Appendix  A,  Indirect  Air Carrier  shall  provide  and be  responsible  for
contracting and paying for the following  flight,  passenger and ground services
in respect of such operation at the F Airports (the Obligations"):

a)            Passenger and Baggage Handling related to their respective travel
              and required facilities necessary for travel on these charters
              (Airline will be responsible for the imposition of baggage limits
              within the space and weight limits of the Aircraft);

b)            Passenger ticketing and check-in;

c)            Passenger and baggage security fees and inspection fees;

d)            Aircraft handling, including aircraft marshalling, air start,
              ground power units (except when being used for extended
              maintenance purposes), pushback of aircraft, stairs, deicing and
              cleaning of aircraft interior at all stations except when Pace is
              utilizing the aircraft outside the scope of this agreement;

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e)            Liaising with and supervising the providers of aircraft fuel and
              into-plane service of fuel which Charterer will contract with
              pursuant to Section 8 below.

f)            Landing fees, traffic rights and fees, en route navigation and
              overflight charges, air traffic control fees and other similar
              charges;

g)            Fees applicable to aircraft parking and aircraft security at
              all airports;

h)            Catering of passengers and crew, which should be billed on the
              actual uplift

i)            Processing, collection and remittance of any baggage claims
              (except to the extent resulting directly or indirectly from the
              action or inaction, if action is required under this Agreement, of
              Charterer, their directors, officers, agents, servants or
              employees);

j)            Up to six (6) rooms, on an as needed basis, at SFB during hub
              operations for the flight crews and cabin crews of spare aircraft
              on hub days;

k)            Any other hotel accommodations of flight crews, cabin crews and
              required maintenance and operations personnel at all airports
              other than the airports of SFB and those determined bases (as
              agreed upon by Charterer and listed in Appendix A) for those
              individuals performing work under this Agreement;

l)            Remittance of taxes paid  to Indirect Air Carrier to the proper
              governmental authority.

m)            Remittance of any and all other customs, immigrations,
              agricultural and other inspection fees or charges and related
              expenses including per passenger fee, over-time charges, and any
              governmental fees, either foreign or domestic U.S to the proper
              governmental authority;

n)            Other services or expenses, other than those specifically agreed
              herein to be provided by Charterer, as are required to provide the
              charter flight.

     Indirect Air Carrier will be  responsible  for arranging and payment of all
necessary  third parties needed to provide the above services at the F Airports.
Furthermore, Indirect Air Carrier shall be responsible for the acts/omissions of
its subcontractors.  Additionally,  Indirect air Carrier shall cause each of its
subcontractors   to  provide   certificates   of  insurance  to  the  reasonable
satisfaction  of  Charterer,  shall ensure that at least this level of insurance
remains in place at all times  throughout  the  duration of this  contract,  and
shall grant  Charterer a right if requested to bring a subrogated  claim against
any of the said  subcontractors  in the event of their breach.  Further Indirect
Air  Carrier  shall  ensure  at all times  that the  services  listed  above are
provided to the standards  outlined in the service level  agreement  attached at
Appendix B. Finally, Indirect Air Carrier shall use all reasonable endeavours to
ensure that Charterer shall receive all reasonable  assistance from Indirect Air
Carrier's subcontractors in the event of termination of this Agreement following
default by the Indirect Air Carrier.

     In relation to the F Airports, Indirect Air Carrier will be responsible at
all times for the performance of its employees subcontractors or agents, except
to the extent resulting directly or indirectly from the action or inaction of
Charterer, or their directors, officers, agents, servants or employees.

      In relation to the C Airports, Indirect Air Carrier shall use all
reasonable endeavors to ensure at all times that the services listed above are
provided to the standards outlined in the service level agreement attached at
Appendix B.

     For the  purpose of  clarification,  nothing in this clause  shall  entitle
Indirect Air Carrier to charge any additional fee to Charterer  above and beyond
the Charter Price outlined in Appendix A.
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Section 6  -      Operational Control

     Charterer  acknowledges  that Airline will be responsible  for the physical
and technical operation of the Aircraft and the safe performance of all flights,
and will  retain full  authority  and control  including  exclusive  operational
control and possession of the Aircraft at all times.  Charterer acknowledges the
captain of the Aircraft and the flight dispatcher will have absolute  discretion
in all matters  concerning  the  preparation  of the Aircraft for flight and the
flight itself,  the load carried and its  distribution,  the decision whether or
not a flight will be undertaken, the route to be flown, the place where landings
will be made,  and all other matters  relating to the safety in the operation of
the Aircraft.  Charterer  acknowledges  that Airline will be responsible for the
imposition of baggage limits within the space and weight limits of the Aircraft.

     Charterer acknowledges the operation of the Aircraft will be carried out in
accordance with applicable regulations and the standards and practices of
Airline as set forth in Airline's approved manuals and operations
specifications.

     The Charterer acknowledges that Indirect Air Carrier or Airline may utilize
the Aircraft for charter services for other customers. Such utilization will not
interfere with the flights under this Agreement, and shall be at Airline's/ Air
Carrier's entire cost and risk. If such interference occurs, Charterer shall
enjoy the remedy outlined in Appendix A..

     Indirect Air Carrier shall provide to Charterer a monthly report on the
10th day of each month in respect of the previous calendar month's performance
in the form outlined in Appendix C. Carrier shall have a right of audit of
information stemming from this report, or reasonably relevant enquiries, and
Independent Air Carrier shall afford Charterer all reasonable assistance with
such audit.

Section 7  -      Insurance and Liability

     During the term of this  Agreement  Indirect Air Carrier  shall require and
cause  Airline at its sole cost and expense to maintain in full force and effect
the following  insurances to the reasonable  satisfaction of Flightserv.com  and
Vacation Express with insurers and through such insurance  brokers as they shall
deem appropriate and Airline finds reasonably acceptable:

a)            Hull All Risks and Hull War and Allied Perils 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 Flightserv.com, Vacation Express,
              Airtours PLC and each member of the Airtours Group of Companies
              and their respective directors, officers, agents, servants and
              employees.

b)            Aircraft Third Party, Passenger, Passengers Baggage, Cargo and
              Mail and Aviation General Third Party Legal Liability for a
              Combined Single Limit (Bodily Injury/Property Damage) of USD
              750,000,000 and one occurrence and in the aggregate in respect of
              products legal liability. Such insurance shall include to the
              fullest extent available war and allied perils coverage for those
              perils excluding by War, Hijacking and Other Perils Exclusion
              Article AVN48B or any modification or substitution thereof for the
              time being in force.

              Such insurance shall:

a)            Include Flightserv.com, Vacation Express, Airtours PLC and each
              member of the Airtours Group of Companies and their respective
              directors, officers, agents, servants and employees as additional
              assureds ("the Additional Assureds") 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.

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c)            Be primary and without right of contribution from any other
              insurance which may be available to or maintained by the
              Additional Insured.

d)            Provide that the cover afforded to the Additional Assureds by the
              policy shall not be invalidated by any act or omission (including
              misrepresentation or non-disclosure) of any other person or party
              which results in a breach of any term, condition or warranty of
              the policy provided that the Additional Assured so protected has
              not caused, contributed to or knowingly condoned the said act or
              omission; and

e)            Provide for not less than thirty (30) days prior written notice of
              cancellation or material alteration of the insurances to be given
              to Lessee 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.

     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
require and cause  Airline to provide or cause to be  provided to the other,  in
form  reasonably  satisfactory  to  the  Charterer,  Certificates  of  Insurance
evidencing  Airline's compliance with the foregoing  requirements.  Indirect Air
Carrier  acknowledges  that  Charterer  shall have the right of  subrogation  in
relation to any claim Indirect Air Carrier may have against Airline.

Section 8  -      Fuel Charges

     The Charter  Price set forth in Appendix A does not include  aviation  fuel
which shall be provided by the Charterer.  In the period from term  commencement
to 31st March 2002,  the fuel provided by the Charterer  shall be sufficient for
the  contracted  number of block  hours  based on actual fuel use. In the period
between  1ST April 2002 and the end of the  contract,  the fuel  provided by the
Charterer shall be sufficient for the contracted  number of block hours based on
a burn rate of X US  Gallons  per block  hour,  X being  the  average  burn rate
achieved by the Airline in relation to this Agreement  during the period between
31st March 2002 and the end of the contract . Should Airline exceed X US Gallons
per block hour by more than 1% , Indirect Air Carrier shall be  responsible  for
the cost of the additional fuel used above and beyond the X US Gallons per block
hour.  Should  Airline be able to carry out its flying  with a burn rate of less
than X US Gallons per block hour,  Indirect Air Carrier  shall enjoy the benefit
of the difference between the achieved burn rate and the actual burn rate.

     The parties  appreciate that the aircraft will be used for services outside
this Agreement at Indirect Air Carrier's risk and cost,  including  Indirect Air
Carrier  paying  for the fuel  for  these  flights.  There  shall  be a  monthly
reconciliation  by the parties in which  credit  will be given by  Indirect  Air
Carrier to Charterer for use of Charterer's fuel, or vice versa, as the case may
be.

Section 9  -      Charter Price Escalation

     Indirect  Air Carrier may  increase  the Charter  Price in the event of the
occurrence of any of the following:

a)            Agreement by both parties of an annual rate increase based on the
              increase of specific ACMI costs (i.e. reserves, crew, etc.) All
              costs will be subject to agreement by Charterer and not to exceed
              the CPI as published in the Eastern Edition of The Wall Street
              Journal.

b)            Agreement by both parties of an annual rate increase based on the
              increase of specific ground handling costs. All costs will be
              subject to agreement by Charterer and not to exceed the CPI as
              published in the Eastern Edition of The Wall Street Journal.

Additionally, Indirect Air Carrier shall be entitled to pass on to Charterer any
increase of any governmental or airport taxes and fees which Indirect Air
Carrier may be responsible for under the terms of this Agreement

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Section 10  -  Limitations of Liability

     Indirect  Air Carrier will have the right to cancel any one or more charter
flights immediately, in the event of the occurrence of any of the following:

a)            Charterer fails to make any payment as prescribed in this
              Agreement.

b)            Charterer or any of its agents, officers or employees fails to
              comply with any of the terms and conditions of this Agreement and
              such failure materially affects the execution of this agreement

c)            Charterer makes any material misrepresentation of any information
              required to be supplied under this Agreement and such
              misrepresentation has a material adverse affect upon the
              performance of this Agreement or Indirect Air Carrier.

     Charterer  understands that on the basis of such personnel being on standby
at the gate in case  Charterer  has any unused space at that time Airline at its
option may permit the use of any unused space on any of the charter  flights for
the  transportation  of  personnel  of  Indirect  Air  Carrier or Airline or its
interline  partners.  Indirect Air Carrier shall ticket such personnel traveling
on these  flights and agrees to be  responsible  for, both their welfare any and
all applicable taxes or other costs associated with their travel.

     In no event will the Charterer or any party for whom the Charterer is
responsible be entitled to recover from Indirect Air Carrier any amount in
excess the limits set forth in Section 7 of this Agreement and deductible
amounts payable by Airline with respect to such insurance. Charterer, for itself
and to the extent permitted by law for those parties for which Charterer is
responsible under the terms of this Agreement, waives and releases any claim,
asserted of right or cause of action that the Charterer and such parties may
have to recover against Indirect Air Carrier for any amount in excess of the
limitations set forth in this paragraph.

     In no event will Charterer's liability exceed the agreed sums payable by
the Charterer to the Indirect Air Carrier under this Agreement.

Section 11  -     Warsaw Convention Limitation

     This Agreement  shall be subject to the  Convention for the  Unification of
Certain  Rules  Relating to  International  Carriage  by Air,  signed at Warsaw,
Poland on October 22, 1929,  as amended,  (the "Warsaw  Convention").  Charterer
shall take all actions  necessary  to ensure that  Indirect  Air Carrier will be
entitled  to the  benefits of  limiting  its  liability  to  passengers  for its
contract  of  carriage  in effect at the time of the  flight  and under any law,
regulation,  international treaty or agreement, including but not limited to the
Warsaw Convention. Both parties acknowledge that the printing of the limitations
of liability of the Warsaw  Convention  upon the ticket wallet shall suffice for
these  purposes.  All  passengers  will be advised of the  applicability  of the
Warsaw Convention and its limitations.

Section 12  -     Termination for Default

     In the  event  one party or the  Airline  fails to  comply  with any of its
material obligations hereunder, or in the event of:

a)       the dissolution, liquidation, suspension of business or immediate
         termination of existence of such party;

b)       the insolvency or bankruptcy of such party;

c)       the making by such party of an assignment for the benefit of creditors;

d)       fraudulent conduct;

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e)       the consent of such party to the  appointment of a trustee or receiver
         for such party for all or a substantial  part of its business; or

f)       the admission by such party of its inability to pay its debts as they
         mature,

     The other party shall have the right to immediately  terminate the contact.
Such right of  termination,  whether or not exercised,  will not be an exclusive
remedy,  but will be in  addition to all other  legal and  equitable  rights and
remedies available to such other party.  Charterer shall have the right to serve
notice  terminating  this  agreement  with  immediate  effect  should one of the
criteria  listed above be  fulfilled.  Further,  Charterer  shall be entitled to
serve  immediate  notice on behalf of the Indirect Air Carrier  terminating  the
ACMI  agreement  in the event that Airline  fulfills one of the criteria  listed
above and the Indirect Air Carrier have not served notice  terminating  the ACMI
agreement.  The independent  aircraft  carrier hereby appoints  Charterer as its
agent for this purpose alone.

     In the event of termination following default of the Charterer, such
termination shall not relieve the Charterer from its obligation for the payment
of the Minimum Revenue required in this Agreement. Provided however, Indirect
Air Carrier will use its utmost endeavors to mitigate such potential loss. In
the event of termination following default of the Charterer, such termination
shall not relieve the Indirect Air Carrier of any of its historic and ongoing
liabilities.

Section 13  -     Force Majeure

     Notwithstanding any other provision of this Agreement, Indirect Air Carrier
or  Charterer  may delay the  operation  of or cancel any  flight(s),  including
positioning  flight(s),  in the event such cancellation or delay is required due
to events  beyond  Indirect Air Carrier's  control  including but not limited to
accident to aircraft,  weather, third party strikes,  lockouts, other industrial
or labor disturbances,  acts of public enemy, wars, blockades, riots, epidemics,
lightning,  earthquakes,  arrests,  explosions,  failure  of  public  utilities,
unavailability  of fuel  except  directly  caused  by the  actions  of  Airline,
inability to secure operating approval,  seizure under legal process,  sanction,
quarantine restrictions, fire, smog, fog, flood, act of God, any restrictive act
of  government,   bomb  threats,   unavailability   of  insurance   coverage  at
commercially  reasonable rates due to civil or political  unrest,  services from
third party contractors,  and any other event beyond the control of Charterer or
Indirect Air Carrier.  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 Airline or Indirect Air Carrier  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 under this clause.

Section 14  -     Indemnification

     Charterer will indemnify and hold Indirect Air Carrier  (including  without
limitation,  Indirect Air Carrier's officers, directors, employees, servants and
agents),  for,  from and against all  damages and claims for  damages,  demands,
liabilities,  actions, direct losses (but not indirect or consequential losses),
costs,  taxes,   assessments,   suits,   recoveries,   judgments  or  executions
(including,  without limitations,  reasonable cost of investigation,  litigation
costs, court costs, expert witness fees, litigation support services, settlement
cost or  reasonable  attorney's  fees),  damages or injury to person or property
(including,   without  limitation,  injury  resulting  in  death)  arising  from
Charterer or its agents, employees or subcontractors.

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<PAGE>

     Indirect Air Carrier will indemnify and hold Charterer (including without
limitation, Charterer's officers, employees, servants and agents), for, from and
against all damages and claims for damages, demands, liabilities, actions,
losses, costs, taxes, assessments, suits. recoveries, judgements or executions
(including without limitations, reasonable cost of investigations, litigation
costs, court costs, expert witness fees, litigation support services, settlement
cost or reasonable attorney's fees) damages or injury to person or property
(including without limitation, injury resulting in death) however caused arising
from or relating to any act of Indirect Air Carrier, Airline or its agents,
employees or subcontractors.

Section 15  -     Default

     In the event of a default in payment of any sums due under this  Agreement,
the  defaulting  party will pay to the  non-defaulting  party interest upon such
sums,  from the payment due date until paid in full,  at the rate of two percent
(2 %) per annum  above the  prime  rate of  interest  specified  in the  Eastern
Edition of The Wall Street  Journal or any successor  publication,  adjusted for
any change in such prime rate of interest.

     In the event of default hereunder and suit resulting therefrom to enforce
any provision of this Agreement, any party against whom judgment is awarded will
be liable to the non-defaulting party for all of its costs and expenses,
including reasonable attorneys' fees incurred in the preparation, prosecution
and appeal of such suit for enforcement or damages.

Section 16  -     Miscellaneous

     ENTIRE AGREEMENT.  This Agreement,  together with all Appendices constitute
the entire  agreement  between the parties and supersedes any prior agreement or
understanding,  written or unwritten,  regarding the subject matter hereof.  Any
amendment or variation  to this  Agreement  will be in writing and will be valid
only when  signed by the duly  authorized  representatives  of both  parties and
approved by  appropriate  and required  governmental  authorities  to the extent
required.

     SETOFF AND ABATEMENT. All payments and services provided for herein will be
paid in full and without setoff, defense, counterclaim or deduction of any kind,
unless agreed upon by Charterer and Indirect Air Carrier, arising from any other
transaction  or  relationship,  direct or indirect,  which may exist between the
parties.  However,  this shall not  preclude  either  party  having the right to
setoff/abatement  within this contract  subject to mutual consent of the parties
(such consent not to  unreasonably  withheld) i.e. if Indirect Air Carrier fails
to perform under the contract,  Charterer  shall not be obliged to pay the whole
of the Minimum  Revenue before a defense can be raised.  Instead,  the Charterer
will continue to make the weekly payment (in the case of a  non-material  breach
such that the contract continues to exist) into an escrow account that cannot be
accessed without both parties written consent, or in the absence of both parties
written consent, a court order.

     CLAUSE HEADINGS.  All headings herein are inserted for convenience only and
will not affect the validity, construction or interpretation of this Agreement.

     CONFIDENTIALITY.  Except as otherwise  required by law,  neither party will
permit any of its directors,  officers,  employees, or agents to disclose to any
person or entity (except  affiliated  companies),  other than those permitted in
writing by the other party prior to  disclosure,  any  information  contained in
this  Agreement.  Notwithstanding  the  foregoing,  either  party  may  disclose
information  in this  Agreement  required  by  law,  rule  or  regulation  to be
furnished  to  the  Federal   Aviation   Administration,   the   Department   of
Transportation,  or any other governmental  agency having  jurisdiction over the
charter flight arrangements or operations contemplated by this Agreement.

     HAZARDOUS AND PERISHABLE MATERIALS. Charterer will not request Airline or
Indirect Air Carrier to transport any hazardous materials nor shall Airline or
Indirect Air Carrier be required to transport the same on any flight. Hazardous
material is any matter, which may endanger health, safety or property. Charterer
may request Airline or Indirect Air Carrier to transport perishable products or
materials but such transportation is at the risk of the Charterer. Perishable
material is anything, including live animals, and other objects that may
deteriorate and thereby lose value, create a health hazard, or cause a nuisance.

                                       9
<PAGE>

Packing and loading of such perishable materials or products shall be the sole
and exclusive responsibility of theIndirect Air Carrier. Indirect Air Carrier
will indemnify and hold harmless Airline and Chartere with respect to any
damages, claims, loss, fines, penalties, or discipline levied from any party
against Airline or Charterer for any hazardous or perishable items carried on
its flights.

     WAIVER. None of the terms of this Agreement can be waived except by express
written waiver signed by the party to be charged. The failure of either party to
enforce or the delay by either party in enforcing any of such party's right
under this Agreement shall not be deemed a continuing waiver or a modification
thereof, and either party may, within the time provided by applicable law,
commence appropriate proceeding to enforce any and all such rights.

     CHOICE OF LAW AND FORUM. This Agreement shall be construed according to the
laws of the State of New York, without regard to its conflict of law provisions.
Any dispute, controversy or difference arising between the parties out of or
with respect to the performance, interpretation, or application of this
Agreement or the respective rights and liabilities of the parties hereunder, and
which cannot be agreed amicably between the parties, shall be referred to
arbitration to be conducted pursuant to the provisions of the Commercial
Arbitration Rules of the American Arbitration Association applicable to the
settlement of commercial disputes. The parties may agree on the selection of a
single arbitrator, but if they cannot agree, each party shall select an
arbitrator and the two selected arbitrators shall select a third arbitrator. The
cost of the arbitration proceeding shall be borne equally between the parties
unless the arbitration panel otherwise determines. The decision of the
arbitrators(s) shall be final and binding upon the parties and judgment upon the
award rendered by the arbitrator(s) may be entered in any court of competent
jurisdiction.

     EXECUTION  OF  AGREEMENT  AND  COUNTERPARTS.  Each  person  executing  this
Agreement on behalf of a party hereto  represents  and warrants that such person
is duly and validly authorized to do so on behalf of such party, with full right
and  authority to execute this  Agreement and to bind such party with respect to
all of its obligations hereunder. This Agreement may be executed (by original or
faxed signature) in counterparts, each of which shall be deemed an original, but
all of which taken together shall constitutes but one and the same instrument.



                                       10
<PAGE>







     NOTICES. Any notice or other communication  required or permitted hereunder
shall be in writing  and shall be deemed to be  properly  given when  personally
delivered (by hand or by courier),  when sent by certified or  registered  mail,
postage   prepaid  and  return  receipt   requested,   when  sent  by  facsimile
transmission,  or when delivered by overnight or similar delivery services, fees
prepaid,  to the party  entitled  to  receive  such  notice at the  address  (or
facsimile number) set forth below or at such other address (or facsimile number)
as such party shall provide in a written notice to the others in accordance with
the terms of this  Section.  Except as otherwise  specifically  provided in this
Agreement,  notice  shall be  deemed  to be  received  by the party to whom such
notice was sent, in the case of notice given by personal  delivery,  on the date
of  delivery,  in the  case  of  notice  given  by  certified  mail  (or by such
comparable method),  three business days after mailing, in the case of notice by
overnight delivery service, on the date of actual delivery,  and, in the case of
notice by facsimile transmission, on the date of actual transmission.
<TABLE>
<S>                                                  <C>                <C>

         ------------------------------------------- ------------------- --------------------------------------------
         Flightserv.com                                                  Vacation Express
         -------------------------------------------                     --------------------------------------------
         -------------------------------------------                     --------------------------------------------
         1954 Airport Rd., Suite 203                      Address        2987 Clairmont Road, Suite 205
         Atlanta, GA 30341                                                Atlanta, GA 30329
         Kent Elsbree                                       Attn         Gantt Cookson
         President                                                       Vice-President - Operations
         770-986-9791                                      Phone         404-321-7742
         770-986-9792                                       Fax          404-248-1237
         Kelsbree@flightserv.com                           E-Mail        ganttc@vacationexpress.com
         -----------------------                                         --------------------------
         ------------------------------------------- ------------------- --------------------------------------------
</TABLE>


or to such other address as either party may designate in notice given in
accordance with this paragraph.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and
through their duly authorized officers of the date first written above.

<TABLE>
<S>                                                             <C>

     For Indirect Air Carrier:                                      For Charterer:

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

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

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

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

</TABLE>



                                       11
<PAGE>



                   AIRCRAFT CHARTER A.C.M.I. AGREEMENT #VE0007
                                   APPENDIX A


AIRCRAFT AND AIRCRAFT BASE
--------------------------
"Guaranteed Aircraft"
--------------------
One (1) - 737-300 with 148 Seats at ATL
One (1) - 737-300 with 148 Seats at CLT
One (1) - 737-300 with 148 Seats at CVG
One (1) - 737-300 with 148 Seats at SDF

"Power-by-the-Hour Aircraft"
----------------------------
 One (1) - 737-300 with 148 Seats at BNA
 One (1) - 737-300 with 148 Seats at IAD

FLIGHT SCHEDULE

<TABLE>
<S>                <C>                <C>              <C>                <C>               <C>               <C>
                                                                          Status                              Arrival
Date                Aircraft          Origin            Destination       (Live/Ferry)      Departure Time    Time
------------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
------------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>

                Flight dates pursuant the Schedule of Routes and Prices
             Departure and Arrival Times to be agreed upon by Charter and
                       Indirect Air Carrier from time to time.

PRICES AND PAYMENT DATES
Charterer shall pay Charter Price in U.S. Dollars for each Flight to Indirect
Air Carrier on the Due Dates set-forth in the Schedule of Routes and Prices
herein. Charterer shall pay an additional sum in U.S. Dollars for any air
transportation services performed at Charterer's request that is in addition to
the Flights listed in the Schedule of Routes and Prices. Indirect Air Carrier
may increase the Charter Price as described in Section 9 of this Agreement.

UTILIZATION GUARANTEE

Guaranteed Aircraft
Charterer agrees to a minimum total hourly utilization per calendar year on the
Guaranteed Aircraft. The following table specifies the total number of Minimum
Guaranteed Annual Block Hours that the Charterer agrees to charter from the
Indirect Air Carrier on the Guaranteed Aircraft in each calendar year.


(redacted table)



Any  hours not  operated  due to  mechanical  failure  of any of the  Guaranteed
Aircraft shall be credited  towards the Minimum  Guaranteed  Annual Block Hours.
Should Charterer fail to meet the Minimum  Guaranteed Annual Block Hours for any
one or more  calendar  years,  Charterer  agrees to pay to Indirect  Air Carrier
(redacted)  per hour for each and every block hour not  operated and paid for on
the Guaranteed  Aircraft.  Any payments made to Indirect Air Carrier as a result
of cancelled block hours pursuant to the Cancellation Chargers of the Guaranteed
Aircraft  shall be  credited to this  Utilization  Guarantee  of the  Guaranteed
Aircraft.  Any hours  operated  on the  Power-by-the-Hour  Aircraft  that are in
addition  to the  Flights  listed in the  Schedule of Routes and Prices that are
operated  and paid for by the  Charterer  will be  credited  towards the Minimum
Guaranteed Annual Block Hours in the year that they are operated.


                                       12
<PAGE>


Power-by-the-Hour Aircraft
Charterer does not guarantee a minimum number of block hours per month or year
to be operated on either Power-by-the-Hour Aircraft. However, should the
Charterer cancel 50% or more of the block hours pursuant to the Schedule of
Routes and Prices on either or both Power-by-the-Hour Aircraft, Indirect Air
Carrier may, upon 60 days written notice to the Charterer, cancel all remaining
Flights on the affected aircraft. In the event that 50% or more of the block
hours are cancelled by the Charterer on either or both of the Power-by-the-Hour
Aircraft after May 31, 2002 and the Indirect Air Carrier elects to cancel all of
the remaining flights, no Cancellation Penalty shall be due by the Charterer to
the Indirect Air Carrier. In the event that the Indirect Air Carrier elects to
cancel all of the remaining Flights before May 31, 2002 due to the cancellation
of 50% or more of the block hours by the Charterer, the Charterer shall
reimburse Pace Airlines for the out-of-pocket expenses directly related to
recruiting and training the Cockpit, Cabin and Maintenance personnel assigned to
the cancelled aircraft. The table below depicts the block hours indicated in the
Schedule of Routes and Prices for the Power-by-the-Hour Aircraft.


(monthly table 2002-0004 redacted)



CANCELLATION POLICY


GUARANTEED AIRCRAFT
In the event any one or more Flights scheduled on the Guaranteed Aircraft is
cancelled on or prior to the date of departure at the request of Charterer for
any reason other than Force Majure permitted under this Agreement, the parties
specifically agree that, with respect to each and every Flight cancelled,
Charterer shall pay Indirect Air Carrier a reasonable estimate of Indirect Air
Carrier's suffered damages ("Cancellation Charges"). The Cancellation Charges
shall be equal to $(redacted) per scheduled block hour.


The Cancellation Charges may be offset by previously scheduled, paid and
operated Flights that were in addition to the Schedule Of Routes and Prices on
the Guaranteed Aircraft. Further, any Cancellation Charges not offset by
previously scheduled, paid and operated Flights that were in addition to the
Schedule Of Routes and Prices may be applied to future additions of Flights not
included in the Schedule of Routes and Prices on the Guaranteed Aircraft.

POWER-BY-THE-HOUR AIRCRAFT
The Charterer may cancel any one or more of the Flights scheduled on the
Power-by-the-Hour Aircraft upon 15 days written notice without penalty.
Charterer's right to cancel any one or more of the Flights scheduled on the
Power-by-the-Hour Aircraft does not provide relief from the Charterer's
obligation to reimburse Pace Airlines for recruiting and training costs pursuant
to the Utilization Guarantees specified above.

DELAY POLICY ATTRIBUTABLE TO AIRLINE
In the event of a delay to mechanical reasons, crewing or other operational
issues of Airline, Indirect Air Carrier will not provide any services for delays
up to 2 hours. If the delay is between 2:01 hours and 5:00 hours, Indirect Air
Carrier will provide a light snack or lunch as appropriate for the time of day
at its own costs. If the delay is over 5 hours, Indirect Air Carrier will
provide additional meals as appropriate for the time of day at its own costs.

At C airports, in the event of the Charterer contracted ground handling agents
providing the meals other services pursuant to this clause, Indirect Air Carrier
shall reimburse Charterer for reasonable costs and disbursements so incurred.

                                       13
<PAGE>

If a flight is delayed more than eight (8) hours (two (2) hours in the case of
delays caused as described in paragraph three of Section 6) due to mechanical
reasons or other operational issues, Indirect Air Carrier will use its best
efforts to provide substitute air transportation. Should Indirect Air Carrier
not be able to secure alternative transportation by that stage and Charterer,
with permission of Indirect Air Carrier, is able to provide transportation, the
any additional financial responsibility of the alternative air transportation
will be borne by Indirect Air Carrier if it is consented in writing, whose
consent will not be unreasonably withheld and will be provided within twenty
(20) minutes of request by Charterer.

Should departure performance factor of flights on the Guaranteed Aircraft,
defined as the percentage of flights departing within one hour of after the
scheduled departure time fall below 75% for an two consecutive months or 80% for
any six consecutive months due to delays attributable to maintenance or
operational deficiencies involving the Guaranteed Aircraft, excluding weather,
ATC related delays, any acts or omissions of Charterer or any of its passengers,
contractors, agents or employees or representatives, or any other facts of Force
Majeure, The ACMI rate on the Guaranteed Aircraft will be reduced by 8% until
such time that Indirect Air Carrier brings its rolling 30-day performance factor
on the Guaranteed Aircraft above 75% and maintains the performance above 75%.
The penalty will cease as soon as the 75% performance rate on the Guaranteed
Aircraft is achieved, however the probationary period will continue for 75 days.
Should the on time performance of flights on the Guaranteed Aircraft fall below
75% at any time during the probationary period, the 8% penalty will again be in
effect and the 75 day probationary period will begin again after the flight's on
time performance exceeds 75% for the 30 day rolling average.

Should departure performance factor of flights on the Guaranteed Aircraft,
defined as the percentage of flights departing within one hour of after the
scheduled departure time fall below 65% for an two consecutive months or 70% for
any six consecutive months due to delays attributable to maintenance or
operational deficiencies involving the Guaranteed Aircraft, excluding weather,
ATC related delays, any acts or omissions of Charterer or any of its passengers,
contractors, agents or employees or representatives, or any other facts of Force
Majeure, The ACMI rate on the Guaranteed Aircraft will be reduced by 10% until
such time that the flights rolling 30-day performance factor on the Guaranteed
Aircraft above 65% and maintains the performance above 65%. The penalty will
cease as soon as the 65% performance rate on the Guaranteed Aircraft is
achieved, however the probationary period will continue for 75 days. Should on
time performance factor of flights on the Guaranteed Aircraft fall below 65% at
any time during the probationary period, the 10% penalty will again be in effect
and the 75 probationary period will begin again after on time performance factor
of flights exceeds 65% for the 30 day rolling average.

The obligations of the previous two clauses are mutually exclusive but are to be
read together i.e. if the performance rises above the 65% limit, but still
breaches the 75% limit, the penalty will reduce from 10% to 8%, but will never
be 18%.

DELAY POLICY ATTRIBUTABLE TO INDIRECT AIR CARRIER

In any given month, no more than 5% of flights 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 5% in any given month, Indirect Air Carrier
shall pay Charterer the following sums:
<TABLE>
<S>                                                              <C>

---------------------------------------------------------------- --------------------------------------------------------------
5 - 9.99%                                                        $100 per delayed flight
---------------------------------------------------------------- --------------------------------------------------------------
---------------------------------------------------------------- --------------------------------------------------------------
10- 14.99%                                                       $150 per delayed flight
---------------------------------------------------------------- --------------------------------------------------------------
---------------------------------------------------------------- --------------------------------------------------------------
15- 19.99%                                                       $200 per delayed flight
---------------------------------------------------------------- --------------------------------------------------------------
</TABLE>

For the purpose of clarification a delay shall mean at least thirty minutes.

                                       14
<PAGE>

SPARE AIRCRAFT

In this Agreement, a provision has been made for the utilization of a spare
aircraft, if necessary. The location of the Spare Aircraft will be agreed upon
by both the Indirect Air Carrier and the Charterer and may change from time to
time. If an operational situation arises where the spare aircraft is needed to
fly as a result of a mechanical failure on another aircraft, then it will be
flown to the city where the operational problem exists. It will then operate the
schedule flying out of that city while the affected aircraft is being repaired.
When the spare aircraft is being utilized, it is understood that Indirect Air
Carrier is responsible, full in, for positioning and depositioning of all
aircraft concerned, and there shall be no additional cost to Charterer.



MISCELLANEOUS
It is understood by both parties that Charterer has full availability of all
belly space on all flights. Indirect Air Carrier or Airline may use this space
with prior approval from Charterer.
<TABLE>


<S>                                                               <C>

     For Indirect Air Carrier:                                      For Charterer:

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

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

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

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

</TABLE>



                                       15
<PAGE>



                                   APPENDIX B
                             SERVICE LEVEL AGREEMENT



                                       16
<PAGE>



                                   APPENDIX C
                        INFORMATION REQUIRED BY CHARTERER

Each month, Indirect Air Carrier shall provide the following copy information to
the Charterer:

1.       The voyage report in respect of each flight to include

                i)                Block times;
               ii)                Flight times;
               iii)               Fuel on board;
               iv)                Uplift;
               v)                 Fuel on arrival;
               vi)                Fuel Burn

2.       The monthly tech log for each aircraft used in this Agreement
3.        Confirmation in relation to each flight whether:

 i)      the GPU was used;
ii)      the airstart was used;
iii)     whether any welfare payments were made to passengers, and if so, how
         much;
iv)      notification of use of the aircraft outside of this Agreement



                                       17
<PAGE>



                                   Schedule D
     Taxes to be paid by Indirect Air Carrier and Reimbursable by Charterer


PASSENGER FACILITY CHARGES

INTERNATIONAL DEPARTURE TAXES

                                       18
<PAGE>

<TABLE>
<CAPTION>

                                                             Indirect Charter Agreement                             Appendix A
                                                         Flightserv.com and Vacation Express                      Page 52 of 53
                                                      Appendix A - Schedule of Routs and Prices

Excerpt from VEX 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.

                                                                                                                        Block
                                                                    Plane                    Hours           ACMI       Total
<S>        <C>               <C>        <C>                     <C>                       <C>                   <C>

29-Nov-02  12-Dec-02           Thursday   ATL-CUN-ATL              737-300
                                          BNA-MEM-CUN-MEM-BNA      737-300
                                          CLT-CUN-CLT              737-300
                                          CVG-CUN-CVG              737-300
                                          IAD-BWI-CUN-BWI-IAD      737-300
                                          SDF-IND-CUN-IND-SDF      737-300
           12-Dec-02 Total
           13-Dec-02           Friday     ATL-SFB-ATL              737-300
                                          CLT-SFB-CUN-SFB-CLT      737-300
                                          CVG-SFB-CUN-SFB-CVG      737-300
                                          SDF-SFB-PUJ-SFB-SDF      737-300
           13-Dec-02 Total
           14-Dec-02           Saturday   ATL-SFB-LIR-SFB-ATL      737-300
                                          BNA-SFB-BNA              737-300
                                          CLT-SFB-CUN-SFB-CLT      737-300
                                          CVG-SFB-AUA-SFB-CVG      737-300
                                          IAD-SFB-IAD              737-300
                                          SDF-SFB-PUJ-SFB-SDF      737-300                  (detail redacted)
           14-Dec-02 Total
           15-Dec-02           Sunday     ATL-CUN-ATL              737-300
                                          BNA-MEM-CUN-MEM-BNA      737-300
                                          CLT-CUN-CLT              737-300
                                          CVG-CUN-CVG              737-300
                                          IAD-BWI-CUN-BWI-IAD      737-300
                                          SDF-IND-CUN-IND-SDF      737-300
           15-Dec-02 Total
           16-Dec-02           Monday     ATL-SFB-ATL              737-300
                                          CLT-SFB-CUN-SFB-CLT      737-300
                                          CVG-SFB-CUN-SFB-CVG      737-300
                                          SDF-SFB-PUJ-SFB-SDF      737-300
          16-Dec-02 Total
29-Nov-02 Total

Grand Total                                                                                                          $23,151,079
                                                                                                                     ===========
</TABLE>


<PAGE>