EXHIBIT 10.1

THIS AGREEMENT is made the 23rd day of December 1997

BETWEEN:

1.    COUNTDOWN PLC of Countdown House, Hurlington Business Park, Sullivan Road,
      London SW6 3DU (Registered Company Number 986149) ("Countdown"); and

2.    AIRTOURS HOLIDAYS LIMITED of Holcombe Road, Helmshore, Rossendale,
      Lancashire BB4 4NB (Registered Company Number 695530) ("Airtours").

WHEREAS:

A.    Airtours is a tour operator primarily operating from within the United
      Kingdom providing holiday and travel destinations throughout the world

B.    Countdown operates a discount scheme through retailers and merchants
      internationally in Europe, North America, Asia and Australia.

C.    Airtours seeks to establish and maintain a customer loyalty benefits
      program.

D.    Countdown agrees to assist and provide contents for inclusion in benefit
      packs upon the terms set out in this Agreement.

NOW IT IS HEREBY AGREED

1.    DEFINITION

      1.1   In this Agreement, unless the context otherwise requires the
            following which will have the following meanings;

            "Airtours Brand"            Airtours logo/trademark a sample of
                                        which appears in Schedule 4 Part 1
                                        together with the Airtours name

            "Benefits Packs"            destination benefit packs and welcome
                                        home benefits packs distributed to
                                        Airtours customers by or at the
                                        direction of Airtours as part of the
                                        Loyalty Program comprising the Contents
                                        together with such other material as
                                        Airtours shall determine (not being the
                                        subject of this Agreement);

            "Commencement Date"         the date of this Agreement;


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            "Contents"                  comprises the following:

                                        (i)   one Discount Card;

                                        (ii)  a card carried being 1/3 A4 on
                                              150gm cartridge with die-cuts and
                                              bearing the Design comprising 4
                                              colors on one side, nothing on the
                                              reverse and being numbered to 
                                              match the Discount Card;

                                        (iii) in the case of those resort
                                              destinations as are listed in
                                              Schedule 2 Part 1, a Resort
                                              Destination Guide;

                                        (iv)  one UK Guide;

                                        (v)   where requested by Airtours a UK
                                              Regional Guide;

                                        (vi)  C5 size envelope overprinted in 4
                                              colors;

            "Customer Service Line"     a dedicated telephone service line
                                        operating between the hours of 8:30 a.m.
                                        to 7:00 p.. Monday to Friday and 9:00
                                        a.m. to 4:00 p.m. on Saturdays excluding
                                        Bank or other statutory holidays to be
                                        staffed by Countdown's employees, agents
                                        or contractors for the purposes of
                                        answering inquiries from Airtours
                                        customers relating to the provision of
                                        the Services and the operation of the
                                        Discount Scheme;

            "Countdown Brand"           the Countdown and combined IDC
                                        logo/trademark a sample of which appears
                                        in Schedule 4 Part 2 together with the
                                        Countdown and IDC name

            "Design"                    Such design or designs as agreed between
                                        Airtours and Countdown to be applied to
                                        such of the Discount Card, Resort
                                        Destination Guide, the Guide and C5
                                        envelope and applied by way of an
                                        adhesive label to the UK Regional Guide
                                        pursuant to the term of this Agreement.

            "Design Milestone"          the timetable agreed between the parties
                                        for the preparation and signing off by
                                        Airtours of the Design as set out in
                                        Schedule 5;

            "Discount Card"             a plastic card (approximately 85mm by
                                        53mm) in size bearing the Design
                                        comprising four colors on the face and
                                        one color on the reverse side together
                                        with a space of signature, date and
                                        being sequentially numbered, for use in
                                        accordance with the terms of the
                                        Discount Program as may be varied form
                                        time to time, and being valid for that
                                        purpose for a period of 12 months
                                        commencing with the date it is first
                                        used.


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            "Discount Program"          a discount program operated by Countdown
                                        enabling holders of the Discount Card to
                                        receive a reduction in the cost of goods
                                        or services (whether by way of voucher,
                                        offers or any other discount) at point
                                        of sale from retailers and other
                                        merchants being members of the program
                                        subject to presentation of the Discount
                                        Card and compliance with the other terms
                                        and conditions of the program from time
                                        to time.

            "Loyalty Program"           the customer loyalty benefits program
                                        designed by Airtours comprising the
                                        distributions of Benefit Packs and the
                                        creation of a customer data base.

            "Resort Destination Guide"  a guide to retailers and merchants being
                                        members of the Discount Program located
                                        within a particular area or resort as
                                        set out in the resort destinations
                                        listed in Schedule 2 Part 1 as may be
                                        amended by agreement. Where pursuant to
                                        this Agreement Countdown supplies in
                                        excess of 3,000 copies of a Resort
                                        Destination Guide relating to a specific
                                        resort each individual copy of such
                                        Resort Destination Guide shall have the
                                        Design applied comprising two colors.

            "Retail Price Index"        the General Index of Retail Prices
                                        published in the United Kingdom by the
                                        Central Statistical Office, or such
                                        other index as shall replace it;

            "Services"                  provision by Countdown to Airtours in
                                        accordance with the terms hereof of the
                                        Contents and the Customer Service Line;

            "UK Guide"                  a 24 page guide in the Design comprising
                                        four colors to retailers and other
                                        merchants being members of the Discount
                                        Program located within the United
                                        Kingdom;

            "UK Regional Guide"         a guide to retailers and other merchants
                                        being members of the Discount Program
                                        located within specified regions of
                                        United Kingdom as set out in Schedule 2
                                        Part 2 and as may be amended by
                                        Countdown from time to time. Each copy
                                        of the UK Regional Guide will have the
                                        Design applied by way of an adhesive
                                        label.

            "Working Days"              Monday to Friday inclusive save for any
                                        bank or other statutory holiday.

1.2   Any reference to the singular includes the plural, to one sex includes
      both sexes and the neuter and visa versa;

1.3   the headings in this Agreement are for convenience only and shall not
      effect its interpretation.

2.    OBJECTIVES

      2.1   In consideration of the Price and the Services and the terms and
            conditions of this Agreement Countdown agrees to provide to Airtours
            the Services, and Airtours agrees to pay the Price.


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3.    TERM OF THIS AGREEMENT

      3.1   This Agreement shall commence on the Commencement Date and shall
            continue for an initial period of three years and thereafter from
            year to year subject to the provisions for termination contained
            herein.

4.    PRICE AND MINIMUM GUARANTEED VOLUME

      4.1   The Price for the Services shall be the sum of _____ per Contents or
            such increased or reduced sum as herein provided for (the "Price").

      4.2   Countdown shall have the right with effect from each anniversary of
            the Commencement Date to increase the Price by

            (i)   not more than the percentage movement of the Retain Price
                  Index; and

            (ii)  such further sum being not greater than one third of the
                  percentage movement (in excess of 5%) of the cost of paper,
                  print and plastic above the Retail Price Index;

      during the twelve month period ending six months before the date of each
      anniversary of this Agreement. Countdown shall notify Airtours in writing
      of the new Price payable within 30 days of its calculation.

      4.3   Airtours agrees to purchase from Countdown in each year of this
            Agreement a minimum of:

            (i)   _______ copies of the Resort Destination Guide in such number
                  of copies as appear opposite each resort destination set out
                  in Schedule 2 Part 1 as may be varied by agreement prior to
                  delivery; and

            (ii)  _______ Contents not including the Resort Destination Guide

      or such greater number as Airtours and Countdown shall in writing agree
      from time to time ("the Minimum Guaranteed Volume").

      4.4   The annual price payable by Airtours to Countdown in return for the
            Services shall be calculated on the basis of the Minimum Guaranteed
            Volume multiplied by the Price together with VAT or such other tax
            as may be payable in respect thereof (the "Annual Price").

      4.5   The parties may agree a reduction in the Price subject to the volume
            of Contents being ordered by Airtours from Countdown exceeding
            100,000 above the Minimum Guaranteed Volume.

      4.6   The Price and any other sum payable pursuant to this Agreement is
            stated exclusive of insurance handling storage and delivery and any
            applicable value added or any other sales tax, for all of which
            Airtours is additionally liable.

5.    EXCLUSIVITY

      5.1   For so long as this Agreement shall continue Countdown agrees to
            notify Airtours of Countdowns intention to provide anywhere within
            the United Kingdom any services to competitors of Airtours listed in
            Schedule 3 Part 1 provided that nothing herein shall prevent
            Countdown from selling:

            5.1.1 the Services or any services which are the same as the Loyalty
                  Program otherwise than to competitors of Airtours selling
                  holidays to the United Kingdom; or


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            5.1.2 services which are not the same as the Loyalty Program to any
                  individual company or other customer of Countdown (existing or
                  otherwise) regardless of whether they are competitors of
                  Airtours.

      5.2   Countdown agrees not to provide within the United Kingdom services
            which are the same as the Loyalty Program to any competitor of
            Airtours listed in Schedule 3 Part 1.

6.    OBLIGATIONS OF AIRTOURS

      6.1   In accordance with the Design Milestones set out in Schedule 4
            Airtours shall agree and provide on an agreed disk format to
            Countdown the Designs;

      6.2   Where Countdown has before the Commencement Date submitted to
            Airtours for content approval any draft Resort Destination Guide, UK
            or UK Regional Guide Airtours agrees to give such approval on or
            before Monday, 5 January 1998;

      6.3   Airtours will pay to Countdown:

            6.3.1 a sum equivalent to ___ of the Annual Price (calculated in
                  accordance with paragraph 4 above) upon the Commencement Date
                  and upon each anniversary of the Commencement Date for so long
                  as this Agreement shall continue;

            6.3.2 a further sum equivalent to ___ of such Annual Price upon
                  delivery upon delivery of the Contents (or the first
                  installment thereof) or if earlier upon receipt of
                  notification of readiness to deliver;

            6.3.3 the balance of the Annual Price by way of three equal monthly
                  payments commencing one calendar month after delivery of the
                  Contents (or the first installment thereof) or if earlier
                  receipt of notification of readiness to delivery;

            6.3.4 by way of reimbursement to Countdown such costs as may be
                  incurred by Countdown in handling, storage, insurance or
                  delivery of the Content or any part within 30 days of
                  notification by Countdown that such costs have been incurred.

      6.4   Countdown reserves the right to charge interest at a rate of ___
            above the base lending rate of Barclays Bank Plc from time to time
            on any sum due but unpaid (both after as well as before any
            judgment) from the date due until the date of actual payment.

      6.5   Airtours shall make such arrangement as it considers appropriate for
            the insertion of the Contents into Benefit Packs.

      6.6   Airtours shall issue the Discount Card to such of its customers as
            it shall in its discretion determine upon the terms and conditions
            of the Discount Program as set out in Schedule 1, as may be varied
            by Countdown from time to time, without derogating from adding to or
            in any way altering such terms and conditions or their effect and in
            so doing (but not for any other purpose) Airtours shall act as agent
            for Countdown.

7.    OBLIGATIONS OF COUNTDOWN

      7.1   Countdown shall:

            7.1.1 apply the Design to each copy of the UK Guide, the Discount
                  Card and the card carrier and envelope.

            7.1.2 apply by way of an adhesive label the Design to the UK
                  Regional Guide.

            7.1.3 where Countdown supplies in excess of _____ copies of a Resort
                  Destination Guide relating to a specific resort apply the
                  Design to each individual copy of such Resort 


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                  Destination Guide. No Design shall be applied where less than
                  3,000 copies of such Resort Destination Guides are supplied.

      7.2   Provided that Airtours shall have complied with the Design
            Milestones Countdown will use all reasonable endeavors to make
            available for delivery to Airtours

            7.2.1 the Minimum Guaranteed Volume of the Contents (save for the UK
                  Regional Guide and the Resort Destination Guides) together
                  with such number of Resort Destination Guide as set out in
                  Schedule 2 Part 1 on or before the 20 February in each year.

            7.2.2 such number of the UK Regional Guides as Airtours may in
                  writing request (being not more than the Minimum Guaranteed
                  Volume) within 15 Working Days of receipt of such request.

      7.3   Delivery shall be made to such address as Airtours shall in writing
            notify to Countdown from time to time (but at Airtours cost). In
            default of any delivery address delivery is deemed to take place at
            Countdown's premises.

      7.4   Countdown and Airtours agree that nothing in this Agreement shall
            require Countdown to deliver or to make the Contents available for
            delivery to Airtours otherwise than in batches of the Discount Card,
            the Resort Destination Guide, the UK Guide, the UK Regional Guide,
            the card carrier or the envelopes as appropriate without any
            requirement whatsoever on the part of Countdown to collate or
            otherwise change such batches in any way which might assist in the
            preparation of the Discount Packs by or at the direction of
            Airtours.

      7.5   Countdown shall use all reasonable endeavors to make available to
            Airtours within 30 Working Days of receipt of order such additional
            copies of the Contents (over and above the Minimum Guaranteed
            Volume) as Airtours shall request subject to a minimum order of
            ______ Contents. The Price for such additional copies of the
            Contents shall be paid in full within 30 days of delivery or if
            earlier notification of readiness to deliver.

      7.6   Where delivery is refused by Airtours or at the request of Airtours
            is suspended, delayed r made by installments and Countdown gives to
            Airtours notification of readiness to deliver the contract shall be
            treated as fulfilled for the purpose of payment; and

            7.6.1 if the Contents are in Countdown's possession it may place the
                  Contents into storage at such premises and in such conditions
                  that shall be appropriate having regard to the time of year,
                  the cost of storage and the manner of packaging;

            7.6.2 from the date of sending the notification to Airtours

                  (i)   the risk of accidental loss of or damage to the Contents
                        is on Airtours; and

                  (ii)  the duty to pay the Price arises in accordance with
                        Clause 6.3 above.

      7.7   Where Countdown places the Contents into store under clause 7.6
            above;

            7.7.1 if Airtours requests Countdown shall; and

            7.7.2 in any event Countdown may arrange insurance covering any and
                  all of the major perils endorsing Countdown's own interest.

      7.8   Airtours shall pay for the cost of storage and insurance under
            Clause 7.6 and 7.7 above at such rate as shall be notified by
            Countdown from time to time. Payment for storage or insurance will
            be made in full within 30 days of such notification.


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8.    CUSTOMER SERVICE LINE

      8.1   Countdown agrees to provide the Customer Service Line and deal with
            inquiries promptly and efficiently;

      8.2   Countdown shall not be required to respond or reply to any
            inquiries, complaints or other comments received in the course of
            its providing the Customer Service Line relating otherwise than to
            the Contents and the Discount Program. In particular Countdown shall
            not be required to respond to any inquiries, questions or otherwise
            relating to any services provided by Airtours.

      8.3   Airtours agrees to train such of Countdown's employees, agents or
            contractors as may be necessary and from time to time for the
            purposes of the Customer Service Line.

9.    MONEY BACK GUARANTEE

      9.1   Countdown agrees for the duration of this Agreement to operate the
            money back guarantee in accordance with the terms of the Discount
            Program a copy of which appears in Schedule 1 and which terms are
            hereby incorporated into this Agreement as though Airtours were
            Countdown's customer. Nothing in this Clause shall entitle Airtours
            to pay any money to any of its customers on behalf of Countdown.

10.   RESERVATION OF TITLE

      10.1  Risk in the Contents pass to Airtours upon delivery in accordance
            with Clause 7;

      10.2  Even through risk in the Contents has passed property in the
            Contents shall not pass until Countdown is paid for the Contents and
            no other amounts are outstanding from Airtours in respect of other
            Contents or services or the Services supplied by Countdown.

      10.3  If the Contents (or any of them) are destroyed by an insured risk
            prior to the same being paid for by Airtours then Airtours shall
            receive the proceeds of the insurance as trustee for Countdown;

      10.4  In the event of the sale of the Contents (or any of them) by
            Airtours, Airtours shall hold the proceeds of such sale on trust for
            Countdown in a separate bank account opened by Airtours for this
            purpose. Countdown may trace all such proceeds of sale received by
            Airtours to any Bank or other account maintained by Airtours.

11.   COPYRIGHT AND LICENSE

      11.1  Copyright in Airtours Brand and the Design shall at all times remain
            vested in Airtours;

      11.2  Copyright in Countdown's Brand shall at all times remain vested in
            Countdown.

      11.3  Subject to Clause 11.4 for the duration of this Agreement:

            11.3.1 Airtours hereby grants to Countdown a non-exclusive license
                   (free from the payment of fees or royalties) to use and
                   reproduce Airtours Brand and the Design in connection with 
                   the manufacture distribution or marketing of the Benefit 
                   Packs and the Discount Program; and

            11.3.2 Countdown hereby grants to Airtours a non-exclusive license
                   (free from the payment of fees or royalties) to use and
                   reproduce the Countdown Brand in connection with the
                   distribution or marketing of the Benefits Packs and the
                   Loyalty Program;


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            11.3.3 Provided that:

                   11.3.3.1 in the case of Airtours the Countdown Brand will not
                            be affixed to any goods without the prior approval
                            of Countdown; and

                   11.3.3.2 in the case of Countdown neither the Airtours
                            Brand nor the Design will be affixed to any goods
                            other than the Contents without the prior approval
                            of Airtours.

      11.4  The text and content of any press release or other communication or
            advertisement to be published or to appear in any media or otherwise
            distributed or made available to any third party which concerns the
            Loyalty Program and

            11.4.1 in the case of any such release by Airtours includes the 
                   Countdown Brand; or

            11.4.2 in the case of any such release by Countdown includes the
                   Airtours Brand or the Design:

                  shall require the prior approval of each of the parties, such
                  approval not to be unreasonably withheld or delayed.

      11.5  Where required by the other, Airtours or Countdown will join with
            that other in applying for registration as a registered user of any
            intellectual property in the Airtours Brand, the Design or Countdown
            Brand or any part as appropriate.

12. CONFIDENTIALITY

      12.1  Save as provided in Clause 12.2 Countdown and Airtours agree on
            behalf of themselves and their respective employees to keep
            confidential all information received from and belonging to the
            other concerning the corporate plans, management systems, finances,
            maturing new business opportunities and agreements and information
            regarding individual existing and potential customers of and
            suppliers to one of the parties and their respective business
            operations and requirements. Following receipt of such information
            the receiving party and its respective employees shall:

            12.1.1 hold such information in confidence and not disclose the same
                   to any third party without the others prior written consent;
                   or

            12.1.2 use such confidential information for any purpose other than 
                   in pursuance of this Agreement; and

            12.1.3 return to the disclosing party upon written demand all such
                   information received including any copies thereof (in 
                   whatever format they may appear);

      save that the obligations of confidence, non-disclosure and limited use
      shall not apply to any information which the receiving party can
      demonstrate was at the time of its disclosure in the public domain or
      thereafter becomes available to the public through no fault of the
      receiving party, or as may be required by law;

13. TERMINATION

      13.1  Either party may bring this Agreement to and end by giving at least
            six months notice in writing of such termination to the other
            effective upon an anniversary of the Commencement Date provided that
            no such notice of termination may be given by either party to take
            effect before the third anniversary of the Commencement Date;


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      13.2  Either party may be notice in writing to the other terminate this
            Agreement forthwith upon the occurrence of any of the following:

            13.2.1 if the other party commits a material breach of any of the
                   terms of this Agreement which if capable of remedy is not
                   remedied within 30 days of being required to do so by written
                   notice identifying the breach and steps which must be take to
                   remedy it;

            13.2.2 an encumbrance takes possession or a receiver is appointed
                   over any of the property or assets of that other party;

            13.2.3 that other party makes any voluntary arrangement with its
                   creditors or becomes subject to an administration order;

            13.2.4 that other party goes into liquidation (except for the
                   purposes of an amalgamation, reconstruction or other
                   reorganization and in such manner that the company resulting
                   from the reorganization effectively agrees to be bound by or
                   to assume the obligations imposed on the other party under
                   this Agreement); or

            13.2.5 that other party ceases, or threatens to cease, to carry on
                   business.

      13.3  Termination of this Agreement pursuant to this Clause shall be
            without prejudice to any other rights or remedies a party may be
            entitled to hereunder or at law and shall not affect any accrued
            rights or liabilities of either party.

14.   WARRANTIES AND LIABILITIES

      14.1  Subject to the conditions set out below Countdown warrants with
            Airtours that the Contents will correspond with their description at
            the time of delivery.

      14.2  The above warranty is given by Countdown subject to the following
            conditions:

            14.2.1 Countdown shall be under no liability under the above
                   warranty in respect of any defect, error or omission in the
                   Contents (or any part) arising from any drawing, design or
                   specification supplied by or on behalf of Airtours or by
                   reason of any delay in supplying the same or in respect of 
                   any breach of copyright or other intellectual property rights
                   in the same belonging to any third party.

            14.2.2 Countdown shall be under no liability under the above
                   warranty in respect of the Discount Program or the Contents
                   (or any part) arising from willful damage or negligence.

            14.2.3 Countdown shall be under no liability under the above
                   warranty (or any other warranty, condition or guarantee) if
                   the total price for the Contents has not been paid by the due
                   date for payment or if Airtours is otherwise in breach of any
                   part of this Agreement;

      14.3  Subject as expressly provided in this Agreement all warranties,
            conditions or other terms implied by statute or common law are
            excluded to the fullest extent permitted by law.

      14.4  Any claim by Airtours which is based on any defect error or omission
            in the quality or condition of the Contents or their failure to
            correspond with their description shall (whether or not delivery is
            refused by Airtours) be notified to Countdown within 28 days from
            the date of delivery or (where the defect or failure was not
            apparent on reasonable inspection) within a reasonable time after
            discovery of the defect or failure. If delivery is not refused and
            Airtours does not notify Countdown accordingly, Airtours shall not
            be entitled to reject the Contents 


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            and Airtours shall be bound to pay the Price as if the Contents had
            been delivered in accordance with this Agreement.

      14.5  Where any valid claim in respect of any of the Contents which is
            based on any defect in the quality or condition of the Contents or
            their failure to meet with their description is notified to the
            Countdown in accordance with this Agreement, Countdown shall be
            entitled to replace the Contents (or the part in question) free of
            charge or, at Countdown's sole discretion, refund to Airtours the
            Price of the Contents (or a proportionate part of the price), but
            Countdown shall have no further liability to Airtours.

      14.6  Except in respect of death or personal injury caused by Countdown's
            negligence, Countdown shall not be liable to Airtours by reason of
            any representation (unless fraudulent), or any implied warranty,
            condition or other term, or any duty at common law, or under the
            express terms of this Agreement, for any indirect, special or
            consequential loss or damage (whether for loss of profit or
            otherwise and whether caused by the negligence of Countdown, its
            employees or agents or otherwise) which arise out of or in
            connection with the supply of the Service or the Contents or their
            use of resale by Airtours.

      14.7  Airtours warrants that it owns all copyright and any other
            intellectual property rights in the Design and hereby agrees to and
            indemnifies Countdown from and against all claims demands and
            actions howsoever arising in relation to the Design.

      14.8  Countdown warrants that the provision of the Services will not be
            affected by any changes to its IT systems caused by the advent of
            the Year 2000, save that such warrant does not apply or extent to
            the IT systems of any of Countdown's suppliers, contractors, agents
            or other third parties.

      14.9  14.9.1 If Airtours has any claim made against it against which it is
                   indemnified by Countdown it will within 28 days notify
                   Countdown in writing giving such details as are available, 
                   and Countdown agrees that Airtours may take such steps as may
                   be necessary to defend or settle such claim provided that
                   Airtours shall consult with Countdown on the terms of such
                   defense and may not settle any claim without the prior 
                   consent of Countdown (such consent not to be unreasonably 
                   withheld or delayed).

            14.9.2 Countdown shall afford such reasonable assistance to Airtours
                   as may be necessary in responding to or defending any such
                   claim.

            14.9.3 If any claim for which Countdown is liable to indemnify
                   Airtours becomes the subject of litigation or arbitration
                   Countdown may if it so decides take over the conduct of such
                   litigation or arbitration in the name or Airtours and 
                   Airtours will provide Countdown with all reasonable 
                   assistance necessary in dealing with such claims.

            14.9.4 Any consultation or assistant on the part of Countdown
                   pursuant to this clause shall be given entirely without
                   prejudice and without admission of any liability on any
                   account whatsoever on the part of Countdown in respect of any
                   claim or in relation to the existence or terms of any
                   indemnity or otherwise.

15. FORCE MAJEURE

      15.1  Neither party shall be liable to the other if performance of any of
            its obligations hereunder is prevented, hindered, or delayed by the
            occurrence of circumstances beyond its control including but not
            limited to acts of God, strikes or any other industrial action
            whether actual or threatened, war, civil commotions, acts of
            government or restrictions imposed by government which effect the
            operation of the arrangements reached between the parties under this
            Agreement. Following the occurrence of any such event the party
            effected thereby shall forthwith notify the 


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            other party of such occurrence and such party shall use reasonable
            endeavors to overcome or minimize the adverse effect thereof and
            shall inform the other party of what steps that it is taking so to
            do.

16. ARBITRATION

      16.1  Any dispute arising out of or in connection with this Agreement
            shall be referred to the arbitration of a single arbitrator
            appointed by agreement between the parties or in default of an
            agreement nominated on the application of either party by the
            President for the time being of the Law Society of England and
            Wales. Such arbitrator shall act as expert and his costs shall be
            apportioned as the arbitrator in his discretion shall determine.

17. NOTICES

      17.1  Any notice to be given under this Agreement shall be in writing and
            sent to the recipient at the address set out herein (or such other
            address as may be provided for that purpose) either by hand or by
            first class pre-paid post or facsimile and shall be deemed delivered
            48 ours after posting if sent by post, on delivery if delivered by
            hand and on completion of transmission if sent by facsimile.

18. GOVERNING LAW

      18.1  This Agreement shall be governed by the laws of England and Wales
            and shall be subject to the exclusive jurisdiction of the Courts of
            England and Wales.

19. GENERAL

      19.1  Nothing in this Agreement shall create, or be deemed to create a
            partnership or save as expressly provided the relationship of
            principal and agent between the parties.

      19.2  This Agreement constitutes the entire agreement and understanding of
            the parties and supersedes all prior written as oral representations
            agreements or understanding between them relating to the subject
            matter of this Agreement.

      19.3  If any term, conditions or provision of this Agreement shall be held
            by any Court or other authority of competent jurisdiction to be
            illegal void or unenforceable under any applicable law to any extent
            such term. condition or provision shall be deemed to be severed from
            the remaining terms and conditions of this Agreement which shall
            continue in force and be valid and enforceable to the fullest extent
            permitted by law.

      19.4  A failure by either party hereto to exercise or enforce any rights
            conferred upon it by this Agreement shall not be deemed to be a
            waiver of such rights or operate so as to bar the exercise or
            enforcement thereof at any subsequent time or times.


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<PAGE>

20.   RESTRICTIONS

      20.1  Any restriction contained in this Agreement by virtue of which this
            Agreement is subject to registration under the Restrictive Trade
            Practices Act 1976 shall come into effect on the day following the
            day in which particulars of this Agreement have been furnished to
            the Office of Fair Trading (or on such late date as may be
            permitted). Airtours shall furnish the required particulars within 3
            months of the date of this Agreement.


SIGNED for and on behalf of
COUNTDOWN PLC

By: /s/ David Vaillancourt
    ------------------------------


SIGNED for and on behalf of
AIRTOURS HOLIDAYS LIMITED

By: /S/ R.J. Carrick


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