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EXHIBIT 10.8 REVISED
    
    ORIGINAL
    
    (TRAVELZOO LOGO)
 Insertion Order/Advertising Agreement This advertising agreement, including the General Terms and Conditions as set forth in an
attachment, is entered into by and between Travelzoo Inc. (Travelzoo) and the Advertiser
specified below (Advertiser).  Advertiser:
    
    Click Here, Inc.Advertiser Site:
    
    www.travelocity.comContact:
    
    Emma Coker Media SupervisorAddress:
    
    8750 N. Central Expressway Suite 1200 Dallas, TX 75231-6437Phone:
    
    (214) 891 5323 Fax: (214) 891 5333E-Mail:
    
    ecoker@clickhere.comTravelzoo Contact:
    
    Susan Barrett (212) 521 4204 sbarrett@travelzoo-inc.comProducer:
    
    David Rowley (212) 521 4209 drowley@travelzoo-inc.com
  Program Flight  January 1, 2004, through December 31, 2004 Type and Placement: Text and/or graphical advertisements on Travelzoo:
- text ads to run throughout Travelzoo website and/or newsletter TARGET January 1, 04-June 30, 04:
    
    * Clicks/MonthTARGET July 1, 04-December 31, 04:
    
    * Clicks/MonthCOST-PER-CLICK:
    
    
    $*REVISED CAMPAIGN TOTAL 2004:
    
    
    $*
 Notes: -Campaign target for the months of January 2004 through December 2004 is a minimum of * click-throughs to be
delivered by Travelzoo to the Travelocity.com web site during one (1) year period, of that amt, a minimum target
of * clicks will be delivered from Cruise, Lodging, Air and Vacation offers. Should Travelzoo fail to deliver *
click-throughs by December 31, 2004, advertiser will pay $* for each click-through actually delivered.
Advertising placements on web site or in Travelzoos newsletter will be determined by Travelzoo. -The agency shall be suspended from its obligations under this agreement in the event of an act of God or a
disaster involving commercial transportation that is beyond the control of the agency and that causes the
advertiser to pull all of its advertising campaigns: fire, freeze, flood, airplane crash, or other causes (war).
In such an event, publisher agrees to pull all advertising within forty-eight (48) hours for a maximum of 30 days
commencing from the date publisher was notified by agency. Publisher will deliver clicks once advertiser resumes
advertising. -This revised insertion order is to replace original information order # 1410 Billing Information: Invoice. Billing contact: Emma Coker, address see above .
  Payment Terms:
Orders are invoiced on the first day of the campaign. Standard terms: Net 30 days (with approved credit).
 We hereby agree to the foregoing, and the General Terms and Conditions set forth by Travelzoo. All
parties acknowledge that this insertion order and the General Terms and Conditions represent the
entire agreement. The undersigned confirms that he/she is authorized to execute this agreement on
behalf of the Advertiser. Advertiser Date: 7/1/04
    
    Authorized Signature:
    
    /s/ Emma CokerPrinted Name & Title:
    
    Emma CokerCompany Name:
    
    Click Here




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(TRAVELZOO LOGO)
    
    Travelzoo Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022
Phone (212) 521-4200
Fax (212) 521-4230West Coast Office:
800 West El Camino Reel, Suite 180
Mountain View, CA 94040
Phone: (212) 821-4200
Fax (850) 543-2433
 General Terms and Conditions for Advertising with Travelzoo The following terms and conditions (the General Terms) shall be deemed to be Incorporated into
every insertion order/advertising agreement (the Insertion Order):  1.
    Terms of Payment. Advertiser must submit completed credit application to determine terms of
payment. If no credit application is submitted or the request for credit is denied by
Travelzoo Inc. (Travelzoo) in its sole discretion, the Insertion Order must be paid in
advance of the advertisement start date. Major credit cards (Visa, MasterCard, and American
Express) are accepted. If Travelzoo approves credit, Advertiser will be invoiced on the first
day of the contract period set forth on the Insertion order and payment shall be made to
Travelzoo within thirty (30) days from the date of invoice (Due Date). Amounts paid after
the Due Date shall bear interest at the rate of one percent (1%) per month (or the highest
rate permitted by law, if less). In the event Advertiser fails to make timely payment,
Advertiser will be responsible for all reasonable expenses (including attorneys fees)
incurred by Travelzoo in collecting such amounts. Travelzoo reserves the right to suspend
performance of its obligations hereunder (or under any other agreement with Advertiser) in the
event Advertiser fails to make timely payment hereunder or under any other agreement with
Travelzoo,2.
    Positioning. Except as otherwise expressly provided in the Insertion Order, positioning of
advertisements on Travelzoo is at the sole discretion of Travelzoo. Travelzoo may, at its sole
discretion, remove from the Insertion Order (and substitute with similar inventory) any
keyword or category page that it believes to be a trademark, trade name, company name, product
name or brand name belonging to or claimed by a third party.3.
    Usage Statistics. Unless specified in the Insertion Order, Travelzoo makes no guarantees with
respect to usage statistics or levels of impressions for any advertisement. Advertiser
acknowledges that delivery statistics provided by Travelzoo are the official, definitive
measurements of Travelzoos performance on any delivery obligations provided in the Insertion
Order. The processes and technology used to generate such statistics can be audited by the
advertiser or an independent agency.4.
    Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion
Order and acceptance of any additional advertising order shall be at Travelzoos sole
discretion. Pricing for any renewal period is subject to change by Travelzoo from time to
time.5.
    No Assignment or Resale of Ad Space. Advertiser may not resell, assign, or transfer any of
its rights hereunder, and any attempt to resell, assign or transfer such rights shall result
in immediate termination of this contract, without liability to Travelzoo.6.
    Limitation of Liability. In the event (1) Travelzoo fails to publish an advertisement in
accordance with the schedule provided in the Insertion Order, (2) Travelzoo fails to deliver
the number of total page views specified in the Insertion Order (if any) by the end of the
specified period, or (3) of any other failure, technical or otherwise, of such advertisements
to appear as provided in the Insertion order, the sole liability of Travelzoo to Advertiser
shall be limited to, at Travelzoos sole discretion, a pro rata refund of the advertising fee
representing undelivered page views, placement of the advertisement at a later time in a
comparable position, or extension of the term of the Insertion Order until total page views
are delivered. In no event shall Travelzoo be responsible for any consequential, special,
punitive or other damages, including, without limitation, lost revenue or profits, in any way
arising out of or related to the Insertion Order/General Terms or publication of the
advertisement, even if Travelzoo has been advised of the possibility of such damages. Without
limiting the foregoing, Travelzoo shall have no liability for any failure or delay resulting
from any governmental action, fire, flood, insurrection, earthquake, power failure, riot,
explosion, embargo, strikes whether legal or Illegal, labor material shortage, transportation
interruption of any kind, work slowdown or any other condition beyond the control of Travelzoo
affecting production or delivery in any manner.7.
    Advertisers Representations; Indemnification. Advertisements are accepted upon the
representation that Advertiser has the right to publish the contents of the advertisement
without infringing the rights of any third party and without violating any law. In
consideration for such publication, Advertiser agrees, at its own expense,




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to indemnify, defend, and hold harmless Travelzoo and its employees, representatives,
agents and affiliates, against any and all expenses and losses of any kind (including
reasonable attorneys fees and costs) Incurred by Travelzoo in connection with any claims,
administrative proceedings or criminal investigations of any kind arising out of
publication of the advertisement and/or any material, product or service of Advertiser to
which users can link through the advertisement (including, without limitation, any claim of
trademark or copyright infringement, defamation, breach of confidentiality, privacy
violation, false or deceptive advertising or sales practices).8.
    Provision of Advertising Materials. Advertiser will provide all materials for the
advertisement in accordance with Travelzoos policies in effect from time to time, including
(without limitation) the manner of transmission to Travelzoo and the lead-time prior to
publication of the advertisement. Ads cannot link to pages that include pop-up or pop-under
windows. Travelzoo shall not be required to publish any advertisement that is not received in
accordance with such policies and reserves the right to charge Advertiser, at the rate
specified in the Insertion Order, for Inventory held by Travelzoo pending receipt of
acceptable materials from Advertiser which are past due. Advertiser hereby grants to Travelzoo
a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement
(and the contents, trademarks and brand features contained therein) in accordance herewith,9.
    Right to Reject Advertisement. All contents of advertisements are subject to Travelzoos
approval. Travelzoo reserves the right to reject or cancel any advertisement, insertion order,
URL link, space reservation or position commitment, at any time, for any reason whatsoever
(including belief by Travelzoo that placement of advertisement. URL link, etc., may subject
Travelzoo to criminal or civil liability). Cancellations. Except as otherwise provided In the
Insertion Order, the Insertion Order is non-cancelable by Advertiser. All notices shall be in
writing and shall be deemed delivered when delivered in person or mailed certified through the
United States Postal Service, postage prepaid, or via FedEx addressed as follows: Travelzoo
Inc., Attn: Contracts Department, 800 West El Camino Real, Suite 180, Mountain View, CA 94040.10.
    Construction. No conditions other than those set forth in the Insertion Order or these
General Terms shall be binding on Travelzoo unless expressly agreed to in writing by
Travelzoo. In the event of any inconsistency between the Insertion Order and the General
Terms, the General Terms shall control.11.
    Miscellaneous. These General Terms, together with the Insertion Order, (1) shall be governed
by and construed in accordance with, the law of the State of California, without giving effect
to principles of conflicts of law; (2) may be amended only by a written agreement executed by
an authorized representative of each party; and (3) constitute the complete and entire
expression of the agreement between the parties, and shall supersede any and all other
agreements, whether written or oral, between the parties. Advertiser shall make no public
announcement regarding the existence or content of the Insertion Order without Travelzoos
written approval, which may be withheld at Travelzoos sole discretion. Both parties consent
to the jurisdiction of the courts of the State of California with respect to any legal
proceeding arising In connection with the Insertion Order/General Terms. All notices shall be
in writing and shall be deemed delivered when delivered in person or mailed certified through
the United States Postal Service, postage prepaid, or via FedEx addressed as follows:
Travelzoo Inc., Attn: Contracts Department, 800 West El Camino Real, Suite 180, Mountain View,
CA 94040.12.
    Third Party Ad Serving. If Travelzoo has approved the use by Advertiser of a third party ad
server (Third Party Ad Server) In connection with this insertion Order, the following
provisions shall also apply:(1)
    The Advertiser shall post each advertisement to a staging area and shall notify Travelzoo of
such posting at least four (4) business days prior to the date on which Third Party Ad Server
is scheduled to serve such advertisement to a Travelzoo property. Such advertisement shall be
reviewed by Travelzoo and must be approved in writing by Travelzoo before it can be served by
Third Party Ad Server. In accordance with Section 9, Travelzoo reserves the right to reject
any advertisement or any element thereof, for any reason at its sole discretion.(2)
    The Advertiser shall post all scheduling changes, new target URLs, new HTML specifications,
new graphics and all other new or revised advertisements (Revisions) to a staging area and
shall notify Travelzoo of such postings at least four (4) days prior to the date Advertiser
wishes such Revisions to take effect. Revisions shall not be implemented until approved by
Travelzoo in writing, which approval shall be at Travelzoos sole discretion.(3)
    If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be
served, an advertisement to a Travelzoo property in violation of this Agreement, Advertiser
must immediately provide notice to Travelzoo of the violation (along with a written
explanation) and remove the advertisement from its placement or rotation to the Travelzoo
properties, Nothing in this Section shall limit any of Travelzoos rights or remedies In the
event of such breach.(4)
    In the event Travelzoo exercises its right to cancel an advertisement in accordance with
Section 9 hereof, Travelzoo shall notify Advertiser in writing. The Advertiser must cause the
advertisement to be removed from the Travelzoo properties and from its advertising rotation no
later than four (4) hours after written notification by Travelzoo.