EXHIBIT 10.4
                           SOFTWARE LICENSE AGREEMENT

         THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into as of the
2nd day of September, 1999 by Taurus TeleSYS Inc., a Virginia corporation
("Licensor"), Global Travel Network LLC, a Delaware limited liability company
("Licensee") and Etravnet.com, Inc., a Delaware corporation ("Parent").

                                    RECITALS

         A. Licensor has developed and is the sole owner of a proprietary
computer software product called "T-Gate," a description of which is set forth
on Exhibit A ("Software") that links computers through the Internet, telephones
and facsimile machines.

         B. Licensee is in the travel industry and is desirous of using the
Software in its business.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. License of Software.  Subject to the terms and  conditions set forth
in this  Agreement,  Licensor  grants  to  Licensee,  and  Licensee  accepts,  a
worldwide,  nontransferable,  exclusive  license  (the  "License")  to  use  the
Software and any derivations thereof,  including any enhancements,  upgrades and
new versions, solely within the Field of Use. Licensee is not granted any rights
with respect to the Software (or any derivations  thereof)  outside of the Field
of Use. "Field of Use" is defined solely as those services normally performed by
travel  agencies  as  of  the  date  of  this  Agreement,   including  obtaining
reservations   for  the  following:   (a)  hotel,   motel  and  other  temporary
accommodation facilities for a period not to exceed thirty (30) days; (b) rental
of  automobiles  for a period  not to exceed  thirty  (30)  days;  (c) travel on
aircraft,  trains and boats;  and (d) vacation  packages,  sightseeing and other
travel destinations.  Licensor reserves all rights not expressly granted in this
Section 1.

         2. Term and Termination.

            (a) Initial  Term and Renewal  Term.  Initial and renewal  terms are
subject  to early  termination  of this  Agreement  pursuant  to  Section 2. The
initial  term of this  Agreement  shall be for a period of four years  after the
date  of  notification  by  Licensor  to  Licensee  that  software  is in a form
available  for use by Licensee.  It is agreed and  understood  that although the
initial term will begin when software is available  for use,  Licensee will make
an initial  deposit of Twenty Five Thousand  Dollars  ($25,000)  with signing of
Agreement.  Additional  payments  due as part of minimum  royalty  would be paid
based on the beginning  date of the initial term as based on the software  being
available for use by Licensee.  During the four-year initial term, Licensee will
be required to make  minimum  royalty  payments and in the event  percentage  of
royalty on sales exceeds the minimum payment, then Licensee would be required to
make these payments as well.  The quota on royalty will not be considered  until
the  parties  enter  the  renewal  term  which  are  years  five and six of this
Agreement.  During the renewal term, it is understood that annual royalty income
paid to Licensor from transactions processed through T-Gate Software must exceed
Fifty Thousand Dollars ($50,000) minimum royalty payment for at least one or the
two year  renewals.  The renewal term,  which  consists of  continuous  two-year
automatic  renewals  requires one of the two years that the Licensee exceeds the
annual minimum  royalty due. For example,  if in year five royalty is Fifty Five
Thousand Dollars ($55,000)  earned,  and in year six Forty Five Thousand Dollars
($45,000) is earned, Licensee will have met his minimum quota and would have the
right to renew for an additional  two-year term.  Licensee is required to notify
Licensor sixty (60) days prior to the end of each term if he plans to renew.  In
the event

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Licensee does not maintain minimum royalty as described herein, additional
renewals will be at Licensor's discretion.

            (b) Early Termination.  Licensor or Licensee shall have the right to
terminate  this  Agreement  for a material  breach of this  Agreement  after (i)
providing  the  breaching  party with  thirty (30) days'  prior  written  notice
describing the nature of the material  breach and (ii) the breaching party fails
to cure the  described  breach  before the  expiration  of the  thirty  (30) day
period.

            (c)  Failure  to  Pay  License   Fees,   Royalty  or  Support  Fees.
Notwithstanding  any provision in this  Agreement to the  contrary,  if Licensee
fails to pay timely any Initial Term License Fee (defined  below),  Renewal Term
License Fee (defined  below),  Royalty  (defined  below) or Support Fee (defined
below)  due  pursuant  to this  Agreement,  Licensor  shall  have  the  right to
terminate this Agreement on five (5) days prior written notice to Licensee, with
respect to the payment of any Initial  Term  License  Fee,  Renewal Term License
Fee, Royalty or Support Fee, provided Licensee fails to cure the breach within a
fifteen (15) day period.

         3. License Fees and Royalty.

            (a) Initial Term.  Licensee  shall pay to Licensor a  non-refundable
license fee ("First Year License Fee") of Fifty  Thousand  Dollars  ($50,000) as
follows:  (i) $25,000 in  immediately  available  funds on or before the date of
this  Agreement;  (ii) $12,500 in immediately  available  funds on or before the
date six (6) months  after the date  Licensee is  notified by Licensor  that the
software is  available  for  Licensee's  use  ("Availability  Date");  and (iii)
$12,500  in  immediately  available  funds on or before the date nine (9) months
after the  Availability  Date.  Licensee  shall pay  Licensor  a  non-refundable
license  fee  ("Second  Year  License  Fee") of Seventy  Five  Thousand  Dollars
($75,000) in immediately available funds, in four installments, on or before the
tenth (10th) day of each calendar quarter after the end of the first anniversary
of the Availability Date.  Licensee shall pay Licensor a non-refundable  License
Fee ("Third Year License Fee") of Fifty  Thousand  Dollars  ($50,000),  Licensee
shall pay Licensor a  non-refundable  License Fee ("Fourth Year License Fee") of
Fifty Thousand Dollars ($50,000). First Year, Second Year, Third Year and Fourth
Year,  Licensee shall be referred to  collectively  as initial term License Fee.
The Initial Term License Fee shall be treated as a non-refundable prepaid credit
against any Royalty (defined below) due as set forth in Section 3(c).

            (b) Renewal  Terms.  If Licensee  elects to renew this  Agreement in
accordance   with  Section  2(a),   Licensee   shall  pay  Licensor  an  annual,
non-refundable  license  fee  ("Renewal  Term  License  Fee") of Fifty  Thousand
Dollars ($50,000),  payable in quarterly installments,  in immediately available
funds on or before the tenth  (10th)  day of each  calendar  quarter  during any
Renewal Term. The Renewal Term License Fee shall be treated as a  non-refundable
prepaid credit against any Royalty due as set forth in Section 3(c).

            (c) Royalty.

               (1)  Calculation  and  Payment.  During the Initial  Term and any
Renewal Terms, Licensee shall pay to Licensor a royalty ("Royalty") of Three and
75/100  percent  (3.75%) of Licensee's Net Sales  (defined  below).  The Royalty
shall be paid  monthly on or before  the tenth  (10th) day of each month for the
previous  month's Net Sales.  The Initial  Term  License Fee or the Renewal Term
License Fee, as the case may be, shall be applied against the applicable Royalty

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such that no Royalty shall be due until the Royalty  amount  exceeds the Initial
Term License Fee or any Renewal Term License Fee, as the case may be.

               (2) Audit.  At its sole  expense  (except as provided in the last
sentence  hereof),  Licensor,  or its  designee,  to verify  calculation  of the
Royalty,  may  inspect  and/or  audit all  business  records of Licensee no more
frequently than monthly during Licensee's  regular business hours upon seven (7)
days prior written notice.  If an audit, as certified by an independent  auditor
reasonably acceptable to Licensee in the exercise of its reasonable  discretion,
discloses an  understatement  by Licensee of any monthly  Royalty of one percent
(1%) or more, Licensee shall immediately pay all deficiencies,  plus ten percent
(10%) annualized  interest.  If an audit by Licensor discloses an understatement
of any monthly Royalty of five percent (5%) or more,  Licensee shall immediately
pay,  in  addition to the amount of the  understatement  and ten  percent  (10%)
annualized interest, Licensor's reasonable fees and costs of such audit.

               (3) Net Sales  Defined.  For  purposes  of this  Agreement,  "Net
Sales"  shall mean  Licensee's  gross  revenues  received by Licensee or paid to
Licensee or its  designee(s)  or  affiliate(s),  as a result of any  transaction
processed using the Software or any derivation thereof, including any upgrade or
enhancement  of the Software or derivation  thereof,  less only: (a) credit card
processing  fees paid by  Licensee to third  parties as  standard in  Licensee's
industry,  (b) less any fees paid to third party providers of travel services or
products made  available to the customer,  (c) sales,  value added or comparable
taxes  collected  and  paid  by  Licensee,   and  (d)  deductions  for  returns,
cancellations,  adjustments  or  refunds.  Net Sales shall be  calculated  using
generally accepted accounting principles, consistently applied.

         4. Support.

            (a)  Generally.  Licensor  shall  provide  Licensee  with  technical
development and integration support to enable Licensee to implement the Licensed
Software  ("Development  Support").  In no event shall  Licensor be obligated to
provide support,  technical  assistance,  warranty service or maintenance of any
type to any party other than  Licensee.  Licensor  shall  provide  Licensee with
ongoing maintenance and technical support ("Maintenance Support").

            (b) Support Fee.

               (1) Budget.  Licensee will provide  Licensor with funding for all
licensor's direct and indirect costs ("Support Fees") of Development Support and
Maintenance Support in accordance with a budget ("Budget") developed by Licensor
and  submitted to Licensee  semi-annually.  Each Budget shall  include,  without
limitation, cost estimates for hardware, software, subcontractor, administrative
and  overhead  expenses  related to the  Software  and  Development  Support and
Maintenance Support to Licensee. Each Budget shall include salaries and benefits
to be paid to Licensor's  employees and fees to be paid to consultants and other
independent  contractors.  Each Budget shall be submitted in writing by Licensor
to Licensee  for  written  approval.  No expenses  shall be incurred by Licensor
without prior written  approval by Licensee.  Licensee shall approve (or provide
written  exceptions  to) each Budget in writing within ten (10) days of receipt.
Licensee agrees to approve a Budget that in its judgment is reasonably necessary
to maintain  the core  competency  necessary  for Licensor to run,  manage,  and
maintain all systems and  personnel  related to the Software  during the Initial

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Term and any Renewal  Terms of this  Agreement.  The first  Budget  submitted by
Licensor to Licensee is attached hereto as Exhibit B.

               (2) Payment of Support Fees. Licensee shall reimburse to Licensor
that part of the support  fees  actually  incurred by Licensor as  reflected  on
written invoices  submitted to Licensee on a bi-weekly  basis.  Payment shall be
made within fourteen (14) days of Licensee's  receipt of the invoices.  Licensee
requests in writing for additional  work not covered in the Budget shall be paid
upon submission of invoices and documentation of Licensor' costs.

         5. Private Labeling.  Subject  to  Section 13,  Licensee  may  use  the
Software in accordance with this Agreement  using  Licensee's own trademarks and
other identifying marks ; provided, however, such use shall in no way (a) effect
a reduction in any Royalty paid by Licensee to Licensor  under the terms of this
Agreement  or (b) require any  increase in the level of  Maintenance  Support or
Development  Support  provided  by Licensor  without  appropriate  Support  Cost
compensation defined in writing under the terms of this Agreement.

         6.  Finder's  Fee.  If  Licensor  introduces  Licensee to any person or
entity that purchases a master franchise from Licensee within twelve (12) months
from the date of  introduction  anywhere  outside  the United  States,  Licensee
agrees  to pay  Licensor  a  one-time  finder's  fee  equal  to the  greater  of
Twenty-Five  Thousand  Dollars  ($25,000)  or 20% of the  cash  payment  (or the
equivalent  in  cash  if  Licensee   accepts  other  or  in-kind   remuneration)
accepted/paid  upon the  commencement of the agreement with the franchisee.  Any
further  relationship or compensation may be determined between Licensor and the
master franchisee.

         7. Warrant to Purchase Shares of Licensee  Common Stock.  Parent hereby
grants  Licensor,  its  shareholders,  or Licensor's  designees,  a warrant (the
"Warrant"),  in the form  attached  hereto as Exhibit C to purchase  two percent
(2%) or 100,000  shares,  whichever  is greater,  of the issued and  outstanding
shares of Parent's common stock on the date of grant,  subject to  anti-dilution
provisions.  The  Warrants  shall have a term of five (5) years and the Exercise
Price  of the  Warrant  shall  be  $5.00  per  share  of  common  stock.  If the
price-per-share  of  common  stocks  offered  to  investors  is  less  than  the
Licensor's Warrant price of $5.00 per share, the Licensor's Exercise Price shall
be adjusted based on a ratio of five to eight (5:8).

         8.  Relocation  of  Hardware  and  Software.  In addition to all rights
defined  in this  Agreement,  Licensee  has the  right  to  relocate  any or all
servers,  computers  or  other  technical  equipment  ("Equipment")  to any site
designated  by Licensee  after  providing  thirty (30) days'  written  notice to
Licensor.  In such event, Licensee shall grant full remote access to Licensor to
the  Software  using  Telnet or any other  technology  reasonably  requested  by
Licensor.  The  relocation of any Equipment by Licensee  shall in no way require
Licensor or any of its shareholders,  directors, employees or agents, including,
without  limitation,  Arvind  Patel,  to  re-locate to the location to which the
Equipment  is  relocated  or require the  disclosure  of the source code for the
Software.  Licensee has the right to provide websites other than its own, within
the Field of Use,  with the software  from which  Licensor will earn the License
Fees and Royalty as set forth in Section 3.

         9. Confidential Information.

            (a) Generally.  Each party (the "Receiving Party") understands that,
during  the  course of this  Agreement,  the  Receiving  Party may be exposed to
Confidential Information (defined below) of the other party. The Receiving Party
agrees that any Confidential  Information received from the Disclosing Party (i)

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shall not be used  except as  necessary  to perform  the  intended  services  or
obligations  set forth under this  Agreement,  (ii) shall be  disclosed  only to
those of its employees, officers, and agents as are reasonably necessary for the
purposes  hereunder  and  who  are  bound  in  writing  to the  Receiving  Party
consistent with the Receiving  Party's  obligations under this Section 9 of this
Agreement,  (iii) shall not be  disclosed to third  parties  without the written
consent  of the  Disclosing  Party,  and (iv)  shall be kept in safe care as the
Receiving Party would keep its own, similar confidential information (which care
shall not in any case be less than reasonable).  Notwithstanding such disclosure
pursuant to (ii) or (iii)  above,  the  Non-Disclosing  Party shall not have any
right to use the Confidential  Information for other than the purposes set forth
in (i) above.

            (b) Confidential  Information Defined.  Confidential  Information is
defined as a party's (the "Disclosing Party") business,  ideas, or personnel, or
its past,  present,  or future  research,  development  or business  activities,
including without limitation any unannounced  products or services,  inventions,
processes,   plans,  financial   information,   customer  data,  supplier  data,
service-provider data, revenue, transaction volume, forecasts,  projections, the
financial terms of this Agreement,  and any other information which gives or may
give it a  competitive  advantage  and which is not  generally  known by parties
other than the  Disclosing  Party  (collectively,  "Confidential  Information").
Confidential  Information  shall also  include  all  materials,  research  data,
formulas, methods, designs,  specifications,  technical information,  protocols,
process information,  know-how, uses, enhancements,  modifications,  variations,
extensions,   discoveries,  clinical  data,  analysis,  compilations,   reports,
studies,  test results,  ideas,  concepts and other information  (whether or not
able to be patented) now or hereafter  developed or created by Disclosing Party.
Confidential  Information  is not  defined to include  information  (i) that was
already known to the Receiving Party prior to the date that discussions  between
the parties related to the potential  licensing of the Software or the provision
of  services  by Licensor to Licensee  began,  as  established  by  contemporary
documentary  evidence,  (ii) that is or becomes  generally  known  other than by
reason of breach of this Agreement or other  misappropriation  or other wrongful
act,  or  (iii)  that  is  required  by law to be  disclosed  to the  extent  so
disclosed.

            (c)  Return  of  Confidential  Information  on  Termination.  On the
termination  of this  Agreement  for any reason or at any time upon the  written
request  of the  Disclosing  Party,  the  Receiving  Party  shall  return to the
Disclosing Party all Confidential Information disclosed by the Disclosing Party.
Nothing  contained herein shall be deemed to be a license to the Receiving Party
of any patent  rights,  trade secret rights,  or know-how  rights related to the
Confidential Information of the Disclosing Party.

            (d) Protection.  The Receiving Party agrees to comply, at Disclosing
Party's  expense,  with such reasonable  requests as the Disclosing  Party shall
from  time to time  make  related  to any  patent,  trademark,  service  mark or
copyright  filings or other actions,  documents or matters related to Disclosing
Party's  ownership or title to the  Confidential  Information  or the protection
thereof.

            (e) Injunctive  Relief.  The Receiving Party  acknowledges  that the
Confidential Information shared pursuant to this Agreement is highly proprietary
and valuable and that the  unauthorized  use or disclosure  of the  Confidential
Information shall cause Disclosing Party  irreparable  injury for which there is
no adequate remedy at law. The Receiving Party agrees that the Disclosing  Party

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may  seek  and  obtain  preliminary  injunctive  relief  in  the  event  of  any
unauthorized  use or disclosure,  and that the Disclosing  Party may recover its
costs and reasonable  attorneys'  fees in the event the Receiving Party breaches
this  Section  9  or  misappropriates   the  Disclosing   Party's   Confidential
Information.

            (f) The provisions  of this  Section  9 shall survive termination of
this Agreement.

         10. Indemnification.

               (a) Intellectual Property. Subject to the limitation set forth in
Section 10(4), Licensor agrees to indemnify,  defend and hold harmless Licensee,
its affiliates,  and its/their officers,  and employees from and against any and
all third party  claims as incurred by Licensee to the extent that the  Software
delivered  by  Licensor  or the use of any  services  provided  with  respect to
Development Support or Maintenance Support (the "Licensor Materials") is alleged
to infringe any patent,  copyrights or intellectual property right registered or
otherwise  protected  under the Laws of the United  States or any other  nation.
Licensor will not indemnify Licensee to the extent the infringement is caused by
the misuse or modification of the Software by Licensee, and in such case subject
to the limitation set forth in Section 10(4) , Licensee shall indemnify and hold
harmless Licensor, its affiliates, and its/their officers and employees from and
against  any and all third  party  claims as incurred by Licensor as a result of
such misuse or modification.

               (b)  General.  Except  for  claims of  infringement  of a patent,
copyright or intellectual  property right, each party (the "Indemnifying Party")
subject to the  limitation  set forth in Section 10(4) shall at all times during
the term of this Agreement and thereafter, indemnify, defend, and hold the other
party ("the  Indemnified  Party"),  its affiliates,  and its/their  officers and
employees harmless against any and all Claims,  actions,  demands,  liabilities,
losses,  damages, costs, payments, and expenses (including reasonable attorneys'
fees and  expenses)  (collectively,  "Claims"),  arising  out of the death of or
injury  to any  person  or  persons  or out of any  damage  to real or  personal
property and against any other Claim of any kind  whatsoever  resulting from any
occurrence   caused  by  and  attributable  to  the   Indemnifying   Party,  its
subcontractors', or its agents' acts or omissions during the performance of this
Agreement.  If both parties are or may be obligated to each other as a result of
different  actions taken by each party or actions taken jointly by both parties,
then  each  party  agrees  to  contribute  to the  amount  of such  Claims as is
appropriate to reflect the relative  fault of such party in connection  with the
event that  resulted in such Claims.  The relative  fault of each party shall be
determined by reference to, among other things,  each party's  relative  intent,
knowledge,  access to  information,  and  opportunity  to correct or prevent the
circumstances resulting in such Claims.

               (c) Procedures Relating to Indemnification.

                    (i) Scope.  The  procedures set forth in this Section 10 (3)
shall apply with respect to any actual or potential  Claim,  any written demand,
the  commencement  of any  action,  or the  occurrence  of any other event which
involves  any matter or related  series of matters  against  which  Licensor  or
Licensee  (an  "Indemnified  Party")  is  indemnified  by a  Party  hereto  (the
"Indemnifying Party") under Section 10(3) or Section 10(3) hereof.

                    (ii)  Notice.  Upon  receiving  notice  in  writing  of  the
commencement of any Claim from a third party,  the Indemnified  party shall give
written notice of such Claim, in reasonable detail, to the Indemnifying Party no

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later than  thirty (30) days after  receiving  such  notice,  stating the amount
involved,  if known, together with copies of any written documents initiating or
asserting such a Claim. The failure to so notify,  or any delay in so notifying,
shall not relieve the Indemnifying Party hereunder unless and only to the extent
that the  Indemnifying  Party  did not  otherwise  learn of such  Claim and such
failure  or  delay  results  in the  forfeiture  by the  Indemnifying  Party  of
substantial  rights  and  defenses,  and  will  not in  any  event  relieve  the
Indemnifying  Party from any  obligations  to the  Indemnified  Party under this
agreement other than the indemnification obligation provided in Section 10(1) or
Section 10(2) hereof, as the case may be.

                    (iii) Assumption of Defense. The Indemnifying Party shall be
entitled to assume the defense of any Claim for which  indemnification is sought
hereunder  with  counsel  of its choice  and at its  expense  (in which case the
Indemnifying Party shall not thereafter be responsible for the fees and expenses
of any separate  counsel  retained by the Indemnified  Party except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory to
the Indemnified Party.  Notwithstanding an election by the Indemnifying Party to
assume the defense of such Claim, the Indemnified  Party shall have the right to
employ separate counsel and to participate in the defense of such Claim; and the
Indemnifying  Party shall bear the reasonable  fees,  costs and expenses of such
separate counsel if (i) the use of counsel chosen by the  Indemnifying  Party to
represent  the  Indemnified  Party would present such counsel with a conflict of
interest; (ii) the Indemnifying Party shall not have employed counsel reasonably
satisfactory  to the  Indemnified  Party to represent the  Indemnified  Party in
writing within a reasonable  time after notice of the institution of such Claim;
or (iii) the Indemnifying  Party shall authorize the Indemnified Party to employ
separate counsel at the Indemnifying Party's expense.

                    (iv)  Cooperation.  The Parties  agree to  cooperate,  share
information  (subject to the need to preserve  any  applicable  privilege),  and
consult  in good  faith to the  fullest  extent  possible,  at the  Indemnifying
Party's   expense,   in   connection   with  any  Claim  in   respect  to  which
indemnification is sought under this Agreement.

(d) Notwithstanding any contrary provision in this Section 10, the Indemnifying
Party shall not be liable for any indemnified claim in excess of One Million
Dollars ($1,000,000).

         11. Representations and Warranties

               (a) Warranty. Licensor represents and warrants the following:

                    (i) All Development  Support and  Maintenance  Support under
this Agreement shall be performed in good and  workmanlike  manner in accordance
with industry standards.

                    (ii)  Licensor  has and  shall  have all  right,  title  and
interest  necessary to license the intellectual  property and other  proprietary
rights where required under this Agreement,  and Licensor has and shall have all
powers necessary to transfer such rights and to execute all instruments required
under this Agreement with respect to such rights.
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12. Non-Solicitation. During the term of this Agreement and for one (1) year
after the termination of this Agreement for any reason, Licensee shall not,
directly or indirectly, (a) solicit for employment or in any other manner employ
or obtain the services of any person or entity that is or was, within the
preceding 12 month period, an employee, officer, manager or member of Licensor
or any of its subsidiaries or affiliates (each a "Restricted Party" and
collectively the "Restricted Parties"), or (b) solicit, persuade, entice, induce
or encourage any Restricted Party to terminate employment or terminate any other
agreement with Licensor or any of its subsidiaries or affiliates, other than
pursuant to the terms of a written agreement between Licensor and Licensee.

         Licensee acknowledges that it would be impractical and extremely
difficult to determine the exact amount of Licensor' damages in the event of
Licensee's breach of this Section 10. Accordingly, Licensor and Licensee agree
that, in addition to Licensor's other legal and equitable remedies, Licensor
shall have the right to require Licensee to pay Licensor as liquidated damages
(and not as a penalty) for any violation of this Section 10 equal to the greater
of (i) three (3) times the total compensation (including without limitation all
benefits) paid by Licensor to such Restricted Party during the twelve month
period before any such violation, or (y) six (6) times the total compensation
(including without limitation all benefits) paid or anticipated to be paid,
pursuant to existing contracts or other arrangements, during any six month
period including the date of such violation.

         13. Intellectual Property Notification.  The Licensee agrees to provide
notification on the home page of its haggle product, in small print font, of all
Licensor's patents, patents pending,  copyrights,  and trademarks related to the
Software.

         14. Miscellaneous.

               (a) Arbitration.  If any dispute arises regarding this Agreement,
the party  seeking to enforce its rights  hereunder  shall submit the dispute to
arbitration  to a three member panel in the city or county where the other party
has its principal  executive  office.  Any such claims shall be made pursuant to
the rules of the American  Arbitration  Association  and shall be subject to the
laws of the state where the proceeding is commenced. The arbitration panel shall
not in any even award  punitive or exemplary  damages,  but may award  equitable
relief,  arbitration  costs and the decision of the  arbitration  panel shall be
final and conclusively  binding on the parties, and judgment upon such award may
be entered in any court of competent jurisdiction.

               (b) Notices. Any required or desired offer,  notice,  election or
other communication to any other party specified in this Agreement shall be made
in writing and shall be considered delivered when hand delivered,  when received
via  facsimile or two (2) days after being  deposited in the United States mail,
registered or certified,  postage prepaid, addressed to the last known principal
office of the party.

               (c) Cumulative Remedies.  No right or remedy in this Agreement is
intended to be exclusive,  but each shall be  cumulative  and in addition to any
other remedy  referred to herein or otherwise  available to at law or in equity;
and the exercise by of any one or more of such  remedies  shall not preclude the
simultaneous or later exercise by of any or all such other remedies.

               (d)  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between the parties  with  respect to the subject  matter  hereof and

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July 21, 2005                                                            Page 8
<PAGE>

supersedes  all prior and  contemporaneous  oral,  written and other  agreements
between the parties with respect to the subject matter hereof.

               (e)  Amendment.  This  Agreement may only be amended by a writing
signed by all of the parties hereto.

               (f)  Assignment.   Neither  this  Agreement  nor  any  rights  or
obligations under this Agreement may be assigned,  in whole or in part,  whether
directly or indirectly,  including,  without limitation,  by transfer of capital
stock,  by  transfer  of  ownership  interests,  or by merger or  consolidation,
without the prior written consent of all other parties, which consent may not be
unreasonably  withheld.  Notwithstanding the foregoing,  Licensee shall have the
right to assign this Agreement to the Parent.

               (g) Counterparts. This Agreement may be executed in any number of
counterparts,  each of which shall be  considered  an original  and all of which
together shall constitute one agreement.

               (h) Attorneys' Fees. In any action related to this Agreement,  if
any party is successful in obtaining  some or all of the relief it is seeking or
in  defending  against  the  action,  the other  party or parties  shall pay, on
demand,  all costs of the successful  party,  including the  successful  party's
reasonable attorneys' fees.

               (i)  Headings.  The  descriptive  headings of this  Agreement are
inserted only for convenience and shall not be considered when interpreting this
Agreement.

               (j)  Third-Party  Beneficiaries.  This  Agreement  is intended to
benefit  only the parties to this  Agreement,  their  successors  and  permitted
assigns.  No other person,  entity,  enterprise or association is an intended or
incidental beneficiary of this Agreement.

               (k)  Severability.  If any provision of this Agreement,  which by
its terms purports to create a binding contractual obligation,  shall be invalid
or  unenforceable,  the remainder of this  Agreement,  which can be given effect
without such invalid or unenforceable provision,  shall remain in full force and
effect in all other circumstances.

               (l)  Waiver.  The  waiver  by  either  party of a  breach  of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 2nd day of September, 1999.


                                           GLOBAL TRAVEL NETWORK, LLC,
                                           a Delaware limited liability company


                                           By: Michael Y. Brent, President

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July 21, 2005                                                            Page 9
<PAGE>

                                           TAURUS teleSYS INC.
                                           a Virginia corporation


                                           By: Arvind Patel, President

                                           ETRAVNET.COM, INC.


                                           By: Michael Y. Brent, President










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July 21, 2005                                                            Page 10
<PAGE>
                                    EXHIBIT A
                           DESCRIPTION OF THE SOFTWARE

         The Software consists of an Internet web-based service for brokering
commercial transactions between buyers and merchants. These are accomplished as
easily as implementing a telephone, fax, and web interface. The potential buyer
makes a reservation starting from a web page. The Software calls the service
provider, makes the desired reservation and responds with a confirmation. All of
this happens online and without any Internet infrastructure needed by the
service provider. The web interface includes the ability to negotiate the price
and to conduct telephone buyer assistance. Additional functionality is provided
to the buyer by allowing phone cancellation and review.

         The service provider connection is via telephone, but it can include
fax, fax and phone together, or a web interface. A telephone interface or a web
interface supports providing the service provider's information, such as
availability and rates. Authentication, identification and security are built
into the architecture of the Software. Provision for secure use by an
agent/broker is also inherent in the design.

         Additionally, the patent which is pending, when issued, shall be
considered part of this Agreement.








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