##### 



EXHIBIT 10.6 Travelzoo Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022
    

(TRAVELZOO LOGO)Fax number for insertion orders (650) 943-2433
 REVISION
    
    Insertion OrderInsertion Order#:
    
    11607.a
    
    Date:
    
    1/28/2005Advertiser:
    
    Travelocity.com LPContact Information:
    
    Emma Coker
Click Here, Inc.
8750 N. Central Expressway
Suite 1200
Dallas, TX 75231-6437
Phone: (214) 891-5323
Fax: (214) 891-5333
ecoker@clickhere.com
    
    Bill To:
    
    Click Here, Inc.
Emma Coker
8750 N. Central Expressway
Suite 1200
Dallas, TX 75231-6437Sales Contact:
    
    Susan Barrett
Phone: (212) 521-4204
sbarrett@travelzoo-inc.com
    
    Producer:
    
    Mandy Gresh
Phone: (212) 521-4243
mgresh@travelzoo-inc.comAdvertising ProgramFlight Dates:
    
    1/1/2005  12/31/2005Placements:
    
    
    
    
    
    Fee:* clicks SuperSearch Website
    
    
    
    
    
    $*TOTAL NET INVESTMENT
    
    
    
    
    
    $*
 Notes: SuperSearch is a cost-per-click agreement. Click volume is driven by
consumer usage, may not be delivered evenly over the contract period, and may be
delivered in full prior to the end of the contract period. In the event of early
delivery, Advertiser must purchase additional volume to continue advertising.
Unless stated otherwise on this Insertion Order, Advertiser acknowledges that
delivery statistics provided by Travelzoo are the official, definitive
measurements of delivery and payment obligations for this Insertion Order.
Orders are invoiced on the first day of the campaign. Standard terms: Net 30
days (with approved credit).
Travelocity IO Addendum and Sequential Liability Agreement for 2005 signed by
both parties shall supersede Travelzoo Standard Terms and Conditions. Cancellation: A minimum monthly advertising fee of $* is non-cancellable; any
monthly portion of clicks above this level can be cancelled by advertiser upon
90-days written notice. See terms & conditions for how this notice must be
delivered. Travelzoo Inc., 590 Madison Avenue, 21st Floor, New York, NY 10022
Fax number for Insertion orders (650) 943-2433
    
    Page _ of 3




---



##### 



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, 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). Travelzoo Inc., 590 Madison Avenue, 21st Floor, New York, NY 10022
Fax number for Insertion orders (650) 943-2433
    
    Page _ of 3




---



##### 



10.
    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.   I hereby agree to the foregoing advertising program and 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 between Advertiser and Travelzoo. The undersigned
confirms that he/she is authorized to execute this Agreement on behalf of the Advertiser . Authorized Signature:
    
    /s/ Emma CokerDate:
    
    2/1/05Name:
    
    Emma CokerTitle:
    
    Media DirecorCompany:
    
    ClickHere
 Travelzoo Inc., 590 Madison Avenue, 21st Floor, New York, NY 10022
Fax number for Insertion orders (650) 943-2433
    
    Page _ of 3