EXHIBIT 4.21



                           Uniglobe Travel Online Inc.
                                Share Option Plan

Amendment No. 1

Section  2.5(b) of the Share  Option Plan is hereby  deleted in its entirety and
replaced with the following:

"(b) unless  otherwise  determined  by the Board of Directors in its  discretion
     from time to time (provided that such  determination  is in accordance with
     applicable regulatory requirements), the vesting period for the exercise of
     options granted under the Plan shall be as follows:

     (i)  no  options  may be  exercised  during  the first  year of the  Option
          Period;

     (ii) at any time after the first year of the Option Period, the Participant
          may exercise options and purchase up to 33 1/3% of the total number of
          Common Shares eligible to be acquired under his option;

     (iii)at  any  time  after  the  second  year  of  the  Option  Period,  the
          Participant  may  exercise  options and  purchase up to 66 2/3% of the
          total  number of  Common  Shares  eligible  to be  acquired  under his
          option; and

     (iv) at any time after the third year of the Option Period, the Participant
          may exercise options and purchase the full amount of all Common Shares
          eligible to be acquired under his option."

Adopted by the Board of Directors the 7th day of April, 1999.



/s/ Martin Charlwood
-------------------------------------
Martin Charlwood
President and Chief Operating Officer



Approved by the shareholders the 11th day of May, 1999.



/s/ Martin Charlwood
-------------------------------------
Martin Charlwood
President and Chief Operating Officer


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                                   SCHEDULE A





                           UNIGLOBE TRAVEL ONLINE INC.

                                SHARE OPTION PLAN

                            Effective April 12, 1996


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                                     PART 1

                      PURPOSE, ADOPTION AND INTERPRETATION

Purpose

1.1 The purpose of this Share  Option Plan will be to advance the  interests  of
Uniglobe  Travel  Online  Inc.  by  encouraging  equity  participation  in  such
corporation through the acquisition of Common shares in its capital.

Adoption

1.2 A  Share  Option  Plan is  hereby  established  for  certain  directors  and
employees of the Corporation or an Associated Corporation.

1.3 Participation in this Share Option Plan by a Participant will be voluntary.

Definitions

1.4 In this Share Option Plan,  the following  capitalized  words and terms will
have the following meanings:

          Act means the Canada Business  Corporations  Act or its successor,  as
          amended from time to time;

          Associated   Corporation  means  a  subsidiary  or  affiliate  of  the
          Corporation or any  corporation in which the  Corporation has a direct
          or indirect share interest;

          Common   Shares  means  the  common  shares  in  the  capital  of  the
          Corporation, subject to ss. 2.9;

          Corporation means Uniglobe Travel Online Inc.;

          Exchange means the Vancouver Stock Exchange;

          Participant means a person designated as a participant under the Share
          Option Plan; and

          Option  Period  means the period of time an option may be exercised as
          specified in ss. 2.5.

Interpretation

1.5 In this Share Option Plan, except as otherwise  expressly provided or unless
the context otherwise requires,

     (a) "Plan" means, as from time to time  supplemented or amended,  the Share
     Option Plan,


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                                      - 2-

     (b) the headings are for  convenience  only and are not intended as a guide
     to interpretation of this Plan or any portion thereof,

     (c) the word  "including," when following any general statement or term, is
     not to be  construed  as  limiting  the  general  statement  or term to the
     specific  items or matters set forth or to similar  items or  matters,  but
     rather as  permitting  the general  statement or term to refer to all other
     items or matters that could  reasonably  fall within its broadest  possible
     scope,

     (d) all  accounting  terms not otherwise  defined  herein have the meanings
     assigned to them, and all calculations to be made hereunder are to be made,
     in accordance with generally  accepted  accounting  principles applied on a
     consistent basis,

     (e) all references to currency mean Canadian currency,

     (f) a reference to a statute  includes all regulations  madder  thereunder,
     all  amendments to the statute or  regulations  in force from time to time,
     and any statute or regulation  that  supplements or supersedes such statute
     or regulations,

     (g) a reference to an entity includes any successor to that entity,

     (h) all references in this Agreement to a designated  "Part,"  "section" or
     to a  "Schedule"  is to the  designated  part,  section or schedule to this
     Agreement,  and  the  symbol  ss.  followed  by a  number,  letter  or some
     combination  of  numbers  and  letters  refers  to the  provision  of  this
     Agreement so designated,

     (i) words  importing the masculine  gender  include the feminine or neuter,
     words in the  singular  include  the  plural,  words  importing a corporate
     entity include individuals, and vice versa, and

     (j) a reference to "approval,"  "authorization"  or "consent" means written
     approval, authorization or consent.

                                     PART 2

                                SHARE OPTION PLAN

Participants

2.1  Participants  in the Plan will be directors or employees of the Corporation
or an  Associated  Corporation  (including  officers  thereof,  whether  or  not
directors) who, by


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the  nature of their  positions  or jobs,  are,  in the  opinion of the Board of
Directors,  on the  recommendation  of the  President of the  Corporation,  in a
position to contribute to the success of the Corporation.

Amount of Options

2.2  Subject to ss.  3.4,  the  determination  regarding  the amount of optioned
Common Shares to be issued to each Participant will take into  consideration the
Participant's  present  and  potential   contribution  to  the  success  of  the
Corporation and will be determined from time to time by the Board of Directors.

Price

2.3 The exercise  price for each Common Share will be determined by the Board of
Directors  at the time the  option is  granted,  but such price will not be less
than the average  closing price of the Common Shares on the Exchange for the ten
trading days  immediately  preceding the day on which the Exchange  received the
press  release  or  notice  letter  of the  grant of the  option by the Board of
Directors,  less (other than in the case of a stock  appreciation  right  issued
under the Plan) any allowable discount permitted by the Exchange.

Lapsed Options

2.4 If  options  granted  under the Plan are  surrendered,  terminate  or expire
without being  exercised,  new options may be granted covering the Common Shares
not purchased under such lapsed options.

Consideration, Option Period and Payment

2.5 The options granted under this Plan will contain the following conditions:

     (a)  subject to ss. 2.6 and 2.7,  the period  during  which  options may be
     exercised will be give years from the date the option is granted;

     (b) options may be exercised  (to the nearest full share) during the Option
     Period as follows:

          (i) at any time  during  the  first  year of the  Option  Period,  the
          Participant  may  purchase up to 33 1/3% of the total number of Common
          Shares eligible to be acquired under his option;


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          (ii) at any time during the first two years of the Option Period,  the
          Participant  may  purchase up to 66 2/3% of the total number of Common
          Shares eligible to be acquired under his option; and

          (iii) at any time after the  completion  of the first two years of the
          Option  Period,  the  Participant  may purchase the full amount of any
          Common Shares eligible to be acquired under his option;

     (c)  except as set forth in ss.  2.6 and 2.7,  no option  may be  exercised
     unless  the  Participant  is at the time of such  exercise  a  director  or
     employee  of the  Corporation  or an  Associated  Corporation  and has been
     continuously a director or employee since the grant of such option (absence
     on leave with the approval of the Corporation or an Associated  Corporation
     will not be considered an interruption of employment for any purpose of the
     Plan);

     (d) the  exercise  of any option  will be  contingent  upon  receipt by the
     Corporation of cash payment of the full purchase price of the Common Shares
     to be acquired;

     (e) no Participant or his legal representative, legatee or distributee will
     be, or will be deemed to be a holder of Common Shares with respect to which
     he was  granted  an option  under this Plan,  until  certificates  for such
     Common Shares are issued to that person under the terms of the Plan;

     (f) at any time after the Corporation achieves "Senior Board" status on the
     Vancouver Stock  Exchange,  a Participant may elect to terminate any of his
     options,  in whole or in part,  and receive,  in lieu of  receiving  Common
     Shares which such  Participant  would have  received had he exercised  such
     option ("Designated  Shares"),  that number of Common Shares,  disregarding
     fractions,  which,  when  multiplied  by the fair  value of the  Designated
     Shares (which will be the latest closing price for the Common Shares on the
     Exchange),  has a total  value  equal to the  product  of the number of the
     Designated  Shares  times the  difference  between  the fair  value and the
     option price per share of such Designated Shares,  less any amount required
     to be withheld on account of income taxes and remitted by the  Corporation;
     and

     (g) in order to allow  holders of  options  the right to  participate  in a
     take-over bid made for any of the Common Shares, the Board of Directors may
     by resolution  remove any  restrictions on the exercise of such options and
     permit all options outstanding to become immediately exercisable.


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                                      - 5 -

Termination of Employment

2.6 Subject to ss. 2.7, if a Participant

     (a) ceases to be a director of the Corporation or an Associated Corporation
     (and is not or does not continue to be an employee thereof), or

     (b) ceases to be employed by the  Corporation or an Associated  Corporation
     (and is not or does not continue to be a director thereof),

the  Participant may for the 30-day period  following the date that  participant
ceases to be a director or employee  exercise  his options to the extent that he
was  entitled  to  exercise  such  options  on the day  immediately  before  the
Participant ceased to be a director or employee,  including the rights under ss.
2.5(f).

Death of Participant

2.7 On the death of a  Participant  who is a director of the  Corporation  or an
Associated  Corporation,  or who is an employee having been  continuously in the
employee of the  Corporation or an Associated  Corporation for one year from the
date of the grant of his option,  the option granted to that Participant will be
exercisable  for a 180-day  period  following  such death,  including the rights
under ss. 2.5(f), but only

     (a) by the person or persons to whom the  Participant's  rights  sunder the
     option pass by the Participant's will or under wills or estate law, and

     (b) to the extent that the  Participant was entitled to exercise the option
     at the date of his death.

Adjustment in Shares Subject to the Plan

2.8 If there is any change in the Common Shares of the  Corporation  through the
declaration of stock  dividends,  subdivisions,  consolidations  or exchanges of
Common Shares,  or otherwise,  the number of Common Shares available for option,
the Common  Shares  subject to any option,  and the option price  thereof may be
adjusted in any manner considered appropriate by the Board of Directors and such
adjustment will be effective and binding for all purposes of the Plan.

Amalgamation, Consolidation or Merger

2.9 If the  Corporation  amalgamates,  consolidates  with or merges with or into
another Corporation, Common Shares issuable on the exercise of an option granted
under the Plan will be


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converted into the securities, property or cash which the Participant would have
received on the completion of such amalgamation, consolidation or merger had the
option been exercised before such event.

                                     PART 3

                           EXCLUSIONS AND LIMITATIONS

Transferability

3.1  Except as  provided  for in this Plan,  the  benefits,  rights and  options
accruing to any  Participant  under this Plan will not be  transferable  by such
Participant and during the lifetime of such Participant all benefits, rights and
options will only be exercised  by the  Participant  or by his guardian or legal
representative.

Employment

3.2 Nothing  contained in this Plan will confer upon any  Participant  any right
with respect to employment or continuance of employment  with the Corporation or
an  Associated  Corporation,  or  interfere  in any way  with  the  right of the
Corporation  or  an  Associated   Corporation  to  terminate  the  Participant's
employment  at any time.  Without  limiting  the  generality  of the  foregoing,
participation  in this  Plan  will not give a  Participant  any  claim  for lost
benefits in the event of wrongful dismissal.

No Representation or Warranty

3.3 The Corporation  makes no representation or warranty as to the future market
value of Common Shares issued in accordance with the provisions of this Plan.

Limitation on Issue

3.4 The total number of Common Shares reserved for issue under this Plan

     (a) to all  Participants  may not exceed 10% of the total  number of Common
     Shares outstanding from time to time (on a non-diluted basis), and

     (b) to any one  Participant may not exceed 5% of the total number of Common
     Shares outstanding from time to time (on a non-diluted basis).


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                                     PART 4

                    ADMINISTRATION, AMENDMENT AND TERMINATION

Administration of this Plan

4.1 This Plan will be  administered by the Board of Directors of the Corporation
and all administrative costs of this Plan will be paid by the Corporation.

4.2 The Board of Directors are authorized to

     (a)  interpret  this  Plan  and  may,  from  time to  time,  to  establish,
     interpret,  enforce,  amend and  revoke  from  time to time such  rules and
     regulations  for the  administration  of this Plan and the  conduct  of its
     business as it deems appropriate,  provided that such rules and regulations
     are uniformly applicable to all persons similarly situated, and

     (b) retain  such  counsel and employ such  accounting,  clerical  and other
     assistance as in its judgment may from time to time be required.

Any action  that the Board of  Directors  is  required  or  authorized  to take,
including  the  interpretation  of  this  Plan  and  any  rules  or  regulations
established  under ss. (a),  will be final and  conclusive,  and will be binding
upon each and every person who is or may become interested in any of this Plan.

Amendment, Modification, Suspension or Termination

4.3 The Board of Directors reserves the right, in its absolute discretion, to at
any time amend,  modify or terminate this Plan.  However,  any amendment of this
Plan which would materially

     (i)  increase the benefits under this Plan,

     (ii) increase  the number of Common  Shares  which may be issued under this
          Plan, or

     (iii)modify the  requirements as to the eligibility  for  participation  in
          this Plan,

will be effective  only upon the receipt of all necessary  regulatory  approvals
and the approval of the  shareholders of the  Corporation  granted in the manner
provided for in ss. 5.1.


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Any  amendment to any  provision  of this Plan will be subject to any  necessary
approvals by any stock exchange or regulatory body having  jurisdiction over the
securities  of  the  Corporation.  The  Corporation  will  promptly  notify  the
Participants of any such amendment, modification, suspension or termination.

Delegation

4.4 All of the powers  exercisable  under this Plan by the Board of Directors of
the Corporation may, to the extent permitted by applicable law and by resolution
of the Board of  Directors  of the  Corporation,  be  exercised  by an executive
committee  or  compensation  committee  of  such  Board  of  Directors,   or  an
independent  committee composed of not less than three independent  directors of
the  Corporation.  In  addition,  the Board of  Directors  may,  subject  to the
obtaining  of the  consent of the  Exchange,  delegate  any of the powers of the
Board  of  Directors  of the  Corporation  under  this  Plan  to an  independent
consultant.

4.5 The senior officers of the Corporation are authorized and directed to do all
things and execute and deliver all  agreements,  instruments,  undertakings  and
applications  and  writings  as they,  in their  absolute  discretion,  consider
necessary for the  implementation  of this Plan and of the rules and regulations
established for administering  this Plan,  including a form of option agreement,
the terms of which comply with the provisions of this Plan.

Liability

4.6  Neither the  Corporation,  any  Associated  Corporation,  their  directors,
officers or  employees,  a committee  established  under ss. 4.4, the members of
such  committee  or any  consultant  appointed  under ss. 4.4 will be liable for
anything  done or omitted  to be done by such  person or any other  person  with
respect to the price,  time,  quantity or other conditions and  circumstances of
the  purchase  or  sale of  Common  Shares  hereunder  or  with  respect  to any
fluctuations  in the market price of Common Shares,  or in any other  connection
under  any of  this  Plan,  unless  such  act or  omission  constitutes  willful
misconduct on such person's part.


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                                     PART 5

                                 EFFECTIVE DATE

Necessary Approvals

5.1 This Plan will be  effective  upon the approval of the  shareholders  of the
Corporation  given by the  affirmative  vote of a majority  of the shares of the
Corporation  represented  and voted at a meeting of holders of such shares.  The
obligation  of the  Corporation  to issue  and  deliver  any  Common  Shares  in
accordance  with this Plan will be subject  to any  necessary  approvals  of any
stock exchange or regulatory  authority having  jurisdiction over the securities
of the Corporation. If any Common Shares cannot be issued to any Participant for
whatever  reason,  the obligation of the Corporation to issue such Common Shares
will terminate.

                                     PART 6

                                     GENERAL

Record Keeping

6.1 The  Corporation  will maintain all  necessary  books of account and records
including  a  register   which  will  contain  the  name  and  address  of  each
Participant,  number of  options  granted  to a  Participant  and the  number of
options outstanding.

Governing Law

6.2 This Plan will be governed  exclusively  by and  construed  and  enforced in
accordance with the laws prevailing in British Columbia.


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                                TABLE OF CONTENTS


PART 1 Purpose, Adoption and Interpretation

PART 2 Share Option Plan

PART 3 Exclusions and Limitations

PART 4 Administration, Amendment and Termination

PART 5 Effective Date

PART 6 General