Exhibit 10.1


                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                            FAREQUEST HOLDINGS, INC.,

                              WILLIAM A. GOLDSTEIN,

                             WTI ACQUISITION, INC.,

                                       AND

                           RCG COMPANIES INCORPORATED


                          DATED AS OF NOVEMBER __, 2004
<PAGE>

                          AGREEMENT AND PLAN OF MERGER

      This  AGREEMENT  AND PLAN OF MERGER is dated as of November  __, 2004 (the
"AGREEMENT"),  by and among  FAREQUEST  HOLDINGS,  INC., a Delaware  corporation
("FAREQUEST"),  WILLIAM A.  GOLDSTEIN,  an  individual  resident of the State of
Georgia  and the  major  Stockholder  of  Farequest  ("SELLER"),  RCG  COMPANIES
INCORPORATED,  a Delaware  corporation  ("RCG"),  and WTI  ACQUISITION,  INC., a
Delaware corporation ("SUB"), which is a direct wholly-owned  subsidiary of RCG.
Farequest  and SUB are  hereinafter  sometimes  collectively  referred to as the
"CONSTITUENT CORPORATIONS."

                                    RECITALS

      A. The Boards of Directors of Farequest, RCG and SUB deem it advisable and
in the best interests of each corporation and its respective  stockholders  that
Farequest  and  RCG  combine  in  order  to  advance  their  long-term  business
interests, all upon the terms and subject to the conditions of this Agreement.

      B. It is intended that the combination be effected by a merger of SUB with
and into Farequest with Farequest surviving as a wholly-owned  subsidiary of RCG
and the  stockholders  of  Farequest  becoming  stockholders  of RCG,  which for
Federal income tax purposes shall be a tax-free  reorganization  as described in
the Internal Revenue Code of 1986, as amended (the "CODE").

      NOW,   THEREFORE,   in  consideration  of  the  premises  and  the  mutual
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, the parties hereto agree as follows:

                                   ARTICLE I

                                   THE MERGER

      Section 1.1. The Merger.

            (a) In  accordance  with the  provisions  of this  Agreement and the
Delaware General  Corporation Law ("DGCL"),  at the Effective Time, SUB shall be
merged  (the  "MERGER")  with and into  Farequest,  and  Farequest  shall be the
surviving corporation (hereinafter sometimes called the "SURVIVING CORPORATION")
and  shall  continue  its  corporate  existence  under  the laws of the State of
Delaware.  The name of the Surviving  Corporation  shall be Farequest  Holdings,
Inc. At the Effective Time, the separate existence of Farequest shall cease.

            (b) In  accordance  with  Section 259 of the DGCL,  the Merger shall
terminate  the  separate   existence  of  Farequest  and  SUB,  as   constituent
corporations of the Merger and the Surviving  Corporation shall have such rights
and obligations as are provided for under the DGCL.

      Section 1.2. Effective Time. The Merger shall become effective at the time
of filing of, or at such later time as specified in, a certificate of merger, in
the form  required  by and  executed  in  accordance  with the DGCL and with the
Secretary of State of the State of Delaware in accordance with the provisions of
Section 251 of the DGCL (the  "CERTIFICATE  OF MERGER").  The date and time when
the Merger shall become effective is herein referred to as the "EFFECTIVE TIME."

      Section  1.3.   Certificate  of  Incorporation  and  Bylaws  of  Surviving
Corporation.  The  Certificate  of  Incorporation  and Bylaws of Farequest as in
effect  immediately  prior to the  Effective  Time shall be the  Certificate  of
Incorporation and Bylaws of the Surviving  Corporation until thereafter  amended
in accordance with their terms and as provided by law.
<PAGE>

      Section 1.4. Directors and Officers of Surviving Corporation.

            (a) The directors of the Surviving Corporation at the Effective Time
shall be Mike Pruitt and William A.  Goldstein or such other  individuals as the
parties hereto shall mutually agree upon in writing prior to the Effective Time,
consistent with this Agreement and will hold office from and after the Effective
Time  until  their  respective  successors  are duly  elected or  appointed  and
qualified in the manner provided in the Certificate of Incorporation  and Bylaws
of the  Surviving  Corporation  or as  otherwise  provided by law or until their
earlier resignation or removal.

            (b) The officers of  Farequest  immediately  prior to the  Effective
Time shall be the initial  officers of the Surviving  Corporation  and each will
hold office from and after the Effective Time until their respective  successors
are duly  appointed  and  qualified in the manner  provided in the Bylaws of the
Surviving  Corporation  or as otherwise  provided by law or until their  earlier
resignation or removal.

            (c) As of the Effective  Time the Board of Directors  shall be eight
(8) members as set forth on Schedule  1.4(c).  William A.  Goldstein  shall have
been appointed as Chairman of the Board of Directors.

      Section 1.5. Escrow Agreement.  At the Closing,  RCG and the Stockholders'
Representative,  on behalf of the  stockholders of Farequest shall enter into an
escrow  agreement,  by and among  RCG,  the  Escrow  Agent and the  Stockholders
Representative,  on behalf of the Farequest  stockholders  substantially  in the
form attached as Exhibit 1.5 (the "ESCROW AGREEMENT"). At the Closing, RCG shall
deliver to the Escrow  Agent the Escrow  Shares which shall be held in an escrow
account in  accordance  with the terms of the Escrow  Agreement  for purposes of
securing the stockholders' indemnification obligations hereof. The Escrow Shares
that remain at the end of the term of the escrow period that is then not subject
to an unresolved  claim pursuant to the Escrow Agreement shall be distributed to
the  Farequest   stockholders  in  proportion  to  their  respective   ownership
interests.

      Section 1.6. Further Assurances. If, at any time after the Effective Time,
the Surviving  Corporation shall consider or be advised that consistent with the
terms of this Agreement any deeds, bills of sale, assignments, assurances or any
other actions or things are  necessary or desirable to vest,  perfect or confirm
of record or otherwise in the Surviving Corporation its right, title or interest
in,  to or under  any of the  rights,  properties  or  assets  of  either of the
Constituent Corporations acquired or to be acquired by the Surviving Corporation
as a result of, or in connection  with, the Merger or otherwise to carry out the
purposes  of  this  Agreement,  the  officers  and  directors  of the  Surviving
Corporation  shall be  authorized  to execute  and  deliver,  in the name and on
behalf of each of the  Constituent  Corporations  or otherwise,  all such deeds,
bills of sale, assignments and assurances and to take and do, in the name and on
behalf of each of the  Constituent  Corporations  or  otherwise,  all such other
actions and things as may be necessary or desirable to vest,  perfect or confirm
any and all right,  title and interest in, to and under such rights,  properties
or assets in the Surviving Corporation or otherwise to carry out this Agreement.

                                   ARTICLE II

                              CONVERSION OF SHARES

      Section 2.1.  Effect on Farequest  Shares.  As of the  Effective  Time, by
virtue of the Merger and without any action on the part of the holders thereof:

            (a) Every share of  Farequest's  common  stock,  par value $.001 per
share (the "FAREQUEST SHARES"),  issued and outstanding immediately prior to the
Effective  Time shall be converted  into the right to receive (i) a share of RCG
common stock,  $.04 par value per share  multiplied  by the Exchange  Ratio (the
"RCG COMMON STOCK"),  which will result in an aggregate of 17,321,146  shares to
be  issued as of the  Effective  Time (the  result of which the  holders  of the
Farequest Shares shall own initially 45% of the outstanding  common stock of RCG
as of the  Effective  Time),  (ii) a right to receive  additional  shares of RCG
Common Stock if and when there are  issuances of shares of RCG Common Stock upon
the  conversion  of the  Series  A 6%  Convertible  Preferred  Stock of RCG (the
"CONTINGENT  SHARES"  as  defined  below)  and  (iii) a pro rata  interest  in a
Promissory Note in the form attached  hereto as Exhibit 2.1(a) (the  "PROMISSORY
NOTE"), payable, within one year of the Effective Time, at the option of RCG, in
either (A) an amount in cash equal to the lesser of (x) $6,037,872.00 or (y) 19%
of the value of the total  maximum  consideration  payable  under  this  Section
2.1(a), with the RCG Common Stock valued for this purpose at Market Value at the
Effective  Time, or (B) 3,018,936  shares of RCG Common Stock  (resulting in the
issuance of shares that when  aggregated with all the RCG Common Stock issued to
holders of Farequest Shares in the Merger, result in the Farequest  stockholders
immediately  prior to the  Effective  Time owning the  equivalent  of 49% of the
outstanding  common stock of RCG as of the Effective  Time). The Promissory Note
shall bear  interest  at four  percent  (4%) per annum.  Any  interest  shall be
payable at maturity at RCG's option in either cash or RCG Common Stock valued at
the greater of (i) $2.00 per share or (ii) Market  Value at the  maturity  date.
Ten  percent  (10%) of the number of shares of RCG Common  Stock each  Farequest
stockholder  is  entitled  to receive  based upon  clause (i) shall be placed in
escrow (the  "FAREQUEST  ESCROW  SHARES") and distributed in accordance with the
terms of the Escrow Agreement.  The Option Proportion of (i) the total number of
shares of RCG Common  Stock to be delivered to the  Farequest  stockholders  and
(ii) the Contingent  Shares to be delivered to the Farequest  stockholders,  and
the  Promissory  Note,   shall  be  placed  in  an  additional   escrow  account
("ADDITIONAL  ESCROW  ACCOUNT") whose sole purposes are to satisfy the rights of
any option or warrant  holders upon any exercise of options or warrants  held by
Farequest  option or  warrant  holders  identified  on  Schedule  2.1(a)  and to
administratively  distribute  the  proceeds  from  the  Promissory  Note  to the
Farequest  stockholders after its maturity date and in accordance with the terms
of the  Additional  Escrow  Account.  Such  Additional  Escrow  Account shall be
sufficient  to satisfy the exercise of all  outstanding  options and warrants of
Farequest,  including any anti-dilution provisions thereof. For purposes of this
Agreement,  the  "CONTINGENT  Shares" shall mean for each Farequest  Share,  the
fraction  of an RCG  share of  Common  Stock  equal to the  quotient  of (I) the
Additional  RCG  Shares,   divided  by  (II)  the  number  of  Farequest  Shares
outstanding  as of the Effective  Time,  that are issuable to the holder thereof
from time to time in  accordance  with  Section 2.4 below to keep the  Farequest
stockholders'  ownership  percentage  from being  diluted by the issuance of any
shares  of  RCG  common  stock  issuable  upon  conversion  of the  Series  A 6%
Convertible Preferred Stock of RCG. For purposes of this Agreement,  "ADDITIONAL
RCG SHARES" shall mean that number of shares  determined by multiplying  (x) the
number of shares of RCG common stock issued upon the  conversion of the Series A
6%  Convertible  Preferred  Stock of RCG from time to time on or before the date
that is five (5) years  following the Effective  Time, by (y) .96. For avoidance
of doubt Exhibit 2.1(b) shall set forth an example of this calculation.


                                       2
<PAGE>

            (b) All  Farequest  Shares shall be canceled  and retired,  and each
certificate   representing  any  such  Farequest  Shares  shall  thereafter  (i)
represent only the right to receive the RCG Common Stock, the Contingent  Shares
and the Promissory Notes issuable in exchange for such Farequest Shares and (ii)
entitle the holder  thereof to vote with respect to, and receive  dividends  ,if
declared,  on,  such  number of shares of RCG Common  Stock which such holder is
entitled to receive in exchange for such  certificates,  provided that dividends
shall  be paid  to  such  holder,  without  interest,  only  upon  surrender  of
certificates in accordance with Section 2.4.

            (c) Notwithstanding  anything to the contrary in this Agreement, any
holder  of  Farequest  Shares  who shall  exercise  the  rights of a  dissenting
stockholder  pursuant  to and  strictly in  accordance  with the  provisions  of
Section 262 of the DGCL shall be entitled  to receive  only the payment  therein
provided for and shall not be entitled to receive RCG Common Stock. Such payment
shall be made directly by the Surviving Corporation.

            (d) In the event of any change in RCG Common  Stock by reason of any
stock split, readjustment,  stock dividend, or similar event including, any such
change after the Effective  Time,  the amounts set forth in Section 2.1 shall be
appropriately adjusted.

      Section 2.2.  Effect on Farequest  Options and Warrants.  Every  Farequest
option or warrant issued and outstanding immediately prior to the Effective Time
shall be revised to provide that any outstanding  options or warrants shall only
be exercisable  for the aggregate per share merger  consideration  including the
shares of RCG Common  Stock,  Contingent  Shares and a pro rata  interest in the
proceeds of the Promissory Note held in the Additional  Escrow  Account.  At the
Effective  Time,  the  Stockholder  Representative,  on behalf of the  Farequest
stockholders,  option holders and warrant holders, RCG and Ron Atkinson and Marc
Bercoon (the  "ADDITIONAL  ESCROW  AGENT") shall enter into an escrow  agreement
substantially  in the  form  of  Exhibit  2.2  hereof  (the  "ADDITIONAL  ESCROW
AGREEMENT") and establish the Additional Escrow Account.  At the Effective Time,
RCG shall deliver to the  Additional  Escrow Agent the Option  Proportion of the
total  number of shares of RCG Common  Stock to be  delivered  to the  Farequest
stockholders[,  a certificate  representing the Contingent Shares] and an Option
Proportion  interest in the  Promissory  Note, as directed by the  Stockholders'
Representative, which also shall be held in an escrow account in accordance with
the terms of the Additional  Escrow  Agreement for the purpose of permitting the
Farequest option and warrant holders listed on Schedule 2.1(a) to exercise their
options and warrants in return for shares of RCG common stock  (including  their
interest in the Contingent Shares) and their pro rata interest in the Promissory
Note. The number of shares of RCG Common Stock  (including the related  interest
in the Contingent  Shares) and interest in the Promissory  Note remaining at the
end of the escrow  period that are not subject to a claim of a Farequest  option
or warrant holder shall be distributed,  pursuant to the terms of the Additional
Escrow Agreement,  to the Farequest  stockholders  (including those who received
RCG Common Stock from the  Additional  Escrow  Account),  in proportion to their
respective  percentage  interests  immediately  prior  to  the  Effective  Time,
assuming for this purpose that option and warrant  holders who  exercised  their
options and warrants in the Additional Escrow Account had exercised such options
and warrants immediately prior to the Effective Time .


                                       3
<PAGE>

      Section 2.3. SUB Common Stock. Each share of common stock, $.01 par value,
of SUB issued and  outstanding  immediately  prior to the  Effective  Time shall
remain outstanding and shall be converted into and become one fully paid and non
assessable share of common stock, $0.01 par value, of the Surviving Corporation.

      Section 2.4. Exchange Procedures.

            (a) RCG shall  authorize its transfer agent to act as exchange agent
hereunder  (the  "EXCHANGE  AGENT") for the purposes of exchanging  certificates
representing  Farequest Shares,  the Contingent  Shares, the Promissory Note and
shares of RCG Common Stock. Reasonably  contemporaneous with the Effective Time,
RCG  shall  deposit  with the  Exchange  Agent,  in  trust  for the  holders  of
Certificates (as defined in Section 2.4(b) below), certificates representing the
shares of RCG Common Stock  issuable  pursuant to Section 2.1(a) in exchange for
Farequest  Shares,  less the  Farequest  Escrow  Shares  that RCG is required to
deposit into the escrow in accordance with the Escrow  Agreement (the "FAREQUEST
CLOSING CERTIFICATES").

            (b) Promptly after the Effective Time, the Exchange Agent shall mail
or cause to be mailed to each record  holder,  as of the  Effective  Time, of an
outstanding certificate or certificates which immediately prior to the Effective
Time represented Farequest Shares (the "CERTIFICATES"),  a letter of transmittal
and  instructions  for use in effecting  the surrender of the  Certificates  for
exchange  therefore.  Upon  surrender  to the Exchange  Agent of a  Certificate,
together  with such  letter of  transmittal  duly  executed,  the holder of such
Certificate  shall be entitled to receive in exchange  therefore  that number of
shares  of RCG  Common  Stock  (less any  Farequest  Escrow  Shares  that RCG is
required to deposit  into the escrow in  accordance  with the Escrow  Agreement)
together with the Contingent  Share and an interest in the Promissory Note which
such holder has the right to receive under Section  2.1(a) and such  Certificate
shall  forthwith  be  canceled.  If any such shares are to be issued to a Person
other than the  Person in whose name the  Certificate  surrendered  in  exchange
therefore  is  registered,  it  shall  be  a  condition  of  exchange  that  the
Certificate  so  surrendered  shall be properly  endorsed or otherwise in proper
form for transfer and that the Person  requesting  such  exchange  shall pay any
transfer or other taxes  required  by reason of the  exchange to a Person  other
than the registered  holder of the Certificate  surrendered or such Person shall
establish to the  satisfaction  of the Surviving  Corporation  that such tax has
been paid or is not applicable.

            Following the Effective  Time,  RCG will cause its Exchange Agent to
issue to the Farequest stockholders any shares of RCG Common Stock issuable as a
result of the  Contingent  Shares  granted  hereunder upon each of the following
events:  (a) each instance in which RCG issues an aggregate of 1,000,000  shares
of its  common  stock as a result  of the  conversion  from  time to time by the
holders of RCG's Series A 6% Convertible  Preferred  Stock; (b) the first day of
each calendar  quarter  following the Effective Time,  except if the fair market
value of the RCG Common Stock to be issued for the Contingent  Shares as of such
date is less than  $200,000,  then such issuance may be delayed to the first day
of that next following  calendar quarter;  (c) not less than five (5) days prior
to any time RCG or its  Board of  Directors  declares  a record  date  entitling
holders  of its common  stock to vote in any  annual or  special  meeting of its
Stockholders;  provided, however, that notwithstanding the foregoing, any shares
required to be issued as a result of the  Contingent  Shares  shall be issued no
later than the date that is five (5) years  following  the  Effective  Time (the
date upon which each  issuance is triggered  being  referred to as a "CONTINGENT
SHARE EVENT").  Upon the occurrence of a Contingent Share Event, RCG shall cause
its transfer  agent to distribute  the number of shares of RCG common stock that
are issuable  pursuant to the terms of the Contingent  Shares and this Agreement
based  upon the  cumulative  number  of shares  of RCG  Series A 6%  Convertible
Preferred  Stock converted into RCG common stock at such time less any shares of
RCG Common Stock  previously  distributed  to the  Farequest  stockholders  as a
result of the Contingent Shares.


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<PAGE>

            (c) No  dividends  or other  distributions  with  respect to the RCG
Common Stock  constituting all or a portion of the consideration  payable to the
holders of  Farequest  Shares  shall be paid to the holder of any  unsurrendered
Certificate  representing Farequest Shares until such Certificate is surrendered
as provided for in this Section 2.4.  Subject to the effect of applicable  Laws,
following such surrender,  there shall be paid, without interest,  to the record
holder of the certificates representing RCG Common Stock (i) at the time of such
surrender,  the amount of  dividends or other  distributions  with a record date
after the Effective  Time payable prior to or on the date of such surrender with
respect  to such  whole  shares  of RCG  Common  Stock,  less the  amount of any
withholding  taxes which may be required thereon under any provision of federal,
state,  local or foreign tax law and (ii) at the  appropriate  payment date, the
amount  of  dividends  or other  distributions  with a  record  date  after  the
Effective Time, but prior to the date of surrender and a payment date subsequent
to the date of  surrender  payable  with  respect  to such  shares of RCG Common
Stock,  less the amount of any withholding  taxes which may be required  thereon
under any provision of federal,  state, local or foreign tax law. Any fractional
shares shall be rounded up to the next whole share.

            (d) Any  portion  of the RCG  Common  Stock  made  available  to the
Exchange Agent pursuant to Section 2.4(a) that remains  unclaimed by the holders
of  Farequest  Shares  six (6)  months  after  the  date on  which  Certificates
representing  such shares were deposited with the Exchange Agent by RCG shall be
returned  to RCG and any  such  holder  who has not  exchanged  his,  her or its
Farequest  Shares in  accordance  with this Section 2.4 prior to that time shall
thereafter look only to RCG for his, her or its claim for RCG Common Stock,  and
applicable dividends or other distributions. Neither RCG nor SUB shall be liable
to any holder of Farequest Shares with respect to any RCG Common Stock delivered
to a public official pursuant to any applicable  abandoned property,  escheat or
similar law.

            (e) If any Certificate representing Farequest Shares shall have been
lost,  stolen or destroyed,  upon the making of an affidavit of that fact by the
Person  claiming  such  Certificate  to be lost,  stolen or  destroyed  and,  if
required by RCG,  an  indemnification  undertaking,  without  the  necessity  of
posting of a bond, against any claim that may be made against it with respect to
such  Certificate,  the  Exchange  Agent shall issue in exchange  for such lost,
stolen or destroyed  Certificate the consideration  payable under Section 2.1(a)
and, if  applicable,  any unpaid  dividends and  distributions  on shares of RCG
Stock  deliverable  in respect  thereof  including  taking account for any stock
dividend,  stock split or other such action relating to the RCG shares,  in each
case pursuant to this Agreement.

      Section 2.5. Transfers.  From and after the Effective Time, there shall be
no  transfers  on the  stock  transfer  books  of  Farequest  or  the  Surviving
Corporation of Farequest Shares. If, after the Effective Time,  Certificates are
presented to the Surviving Corporation,  they shall be canceled and exchanged as
provided in this Article II.

                                  ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF FAREQUEST AND SELLER

      Farequest hereby represents and warrants the following:

      Section 3.1. Corporate Organization; Authority.

            (a)  Each  of  Farequest  and  its   subsidiaries   (the  "FAREQUEST
SUBSIDIARIES")  is a corporation,  duly organized,  validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
requisite corporate power and authority to (i) own, lease,  operate or otherwise
hold  its  properties  and  assets  and to carry on its  business  as now  being
conducted  and (ii)  execute,  deliver and perform  its  obligations  under this
Agreement and the other  agreements and instruments to be executed and delivered
by it  hereunder  or in  connection  herewith  and to carry  out its  respective
obligations  hereunder  and  thereunder.  The  execution  and  delivery  of this
Agreement and the other  agreements and instruments to be executed and delivered
by Farequest and the Farequest Subsidiaries hereunder or in connection herewith,
and the consummation by it of the transactions  contemplated hereby,  subject to
obtaining approval of the Farequest  stockholders,  have been duly authorized by
all  necessary  corporate  and other  actions  of  Farequest  and the  Farequest
Subsidiaries pursuant to and in accordance with the Laws governing Farequest and
the Farequest Subsidiaries.


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<PAGE>

            (b) Each of the  Farequest and the  Farequest  Subsidiaries  is duly
qualified or licensed and in good standing as a foreign corporation,  authorized
to do business  under the Laws of each  jurisdiction  where the character of the
properties  owned,  leased or used by it or the nature of its  activities  makes
such  qualification  or licensing  necessary,  except where the failure to be so
qualified or licensed,  would not have a Material  Adverse  Effect on Farequest.
Schedule   3.1(b)  sets  forth  a  true,   complete  and  correct  list  of  all
jurisdictions  in which each of the Farequest and the Farequest  Subsidiaries is
presently qualified or licensed to do business.

            (c)  True,  correct  and  complete  copies  of  the  certificate  of
incorporation  of Farequest (the  "FAREQUEST  CHARTERS") and bylaws of Farequest
(the  "FAREQUEST  BYLAWS")  and  the  charter  documents  and  bylaws  (and  all
amendments thereto), of each of the Farequest Subsidiaries, each as currently in
effect, have been delivered to RCG. Farequest is not in violation of any term of
the  Farequest  Charter  or  the  Farequest   Bylaws.   None  of  the  Farequest
Subsidiaries is in violation of any term of its charter documents or bylaws.

            (d) This Agreement and the other  agreements  and  instruments to be
executed and delivered by Farequest and the Farequest  Subsidiaries hereunder or
in  connection  herewith  have been or will be duly  executed  and  delivered by
Farequest  and the Farequest  Subsidiaries,  and  constitute or will  constitute
valid and binding  obligations  of  Farequest  and the  Farequest  Subsidiaries,
enforceable against Farequest and the Farequest  Subsidiaries in accordance with
their  respective  terms,  except as  enforceability  thereof  may be limited by
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium, or
other  similar  Laws now or hereafter in effect  relating to  creditors'  rights
generally  or  by  general   principles   of  equity   (regardless   of  whether
enforceability is considered in a proceeding at law or in equity).

      Section 3.2. Capitalization.

            (a)  The  authorized,   issued  and  outstanding  capital  stock  of
Farequest  consists of shares of capital stock as set forth on Schedule  3.2(a).
All of the capital stock has been duly  authorized and validly  issued,  and are
fully  paid and  nonassessable.  None of the  securities  have  been  issued  in
violation  of any  preemptive  or  subscription  rights,  or is  subject  to any
preemptive or subscription  rights.  All of the capital stock has been issued in
compliance with all applicable federal and state securities laws.

            (b)  Schedule  3.2(b)  sets  forth  a  true,  correct  and  complete
description of the name,  jurisdiction of  organization or creation,  authorized
and outstanding  capitalization  and ownership  thereof of each of the Farequest
Subsidiaries. All of the issued and outstanding shares of capital stock or other
equity or beneficial  interests of the Farequest  Subsidiaries  (the  "FAREQUEST
SUBSIDIARY SHARES") are owned of record and beneficially by Farequest. Farequest
has good and valid title to the Farequest  Subsidiary Shares,  free and clear of
all Liens.  Each issued and  outstanding  share of capital stock or other equity
interests of each of the Farequest  Subsidiaries  has been duly  authorized  and
validly  issued,  is fully paid and  nonassessable,  and has not been  issued in
violation  of, and is not subject to, any  preemptive  or  subscription  rights.
Other than the  Farequest  Subsidiaries,  neither  Farequest,  nor the Farequest
Subsidiaries,  owns capital stock or other equity or beneficial interests in any
entity.

            (c) Schedule 3.2(c) sets forth a true,  correct and complete list of
all  options,  warrants  or  other  rights,  arrangements,  agreements  or other
commitments  of any kind  whatsoever to which  Farequest or any of the Farequest
Subsidiaries obligating Farequest or any Farequest Subsidiary to grant, issue or
sell any shares of the capital stock or equity or beneficial  interest of any of
Farequest or the Farequest  Subsidiaries by sale,  lease,  license or otherwise.
Farequest and the Farequest  Subsidiaries  have made  available to RCG copies of
all such agreements  listed on Schedule 3.2(c).  Except as set forth on Schedule
3.2(c), (i) there is no obligation, contingent or otherwise, of any of Farequest
or the Farequest Subsidiaries to (A) repurchase, redeem or otherwise acquire any
share of the capital  stock or other  equity or  beneficial  interests of any of
Farequest or the  Farequest  Subsidiaries,  or (B) provide funds to, or make any
investment in (in the form of a loan,  capital  contribution  or otherwise),  or
provide any guarantee with respect to the obligations of any of Farequest or the
Farequest  Subsidiaries or any other Person;  (ii) neither  Farequest nor any of
the  Farequest  Subsidiaries,  directly or  indirectly,  owns,  or has agreed to
purchase or otherwise  acquire,  the capital stock or other equity or beneficial
interests of, or any interest  convertible  into or  exchangeable or exercisable
for such capital stock or such equity or beneficial interests of any corporation
or other entity; (iii) neither Farequest nor any Farequest Subsidiary is a party
to  any  arrangement,  contract  or  other  commitment  of any  kind  whatsoever
(contingent or otherwise) pursuant to which any Person is or may become entitled
to receive any payment from Farequest or the Farequest Subsidiaries based on the
revenues or earnings, or calculated in accordance therewith, of Farequest or the
Farequest Subsidiaries; (iv) neither Farequest nor any Farequest Subsidiary is a
party to any arrangement, contract or other commitment of any kind whatsoever by
which any of Farequest or the Farequest Subsidiaries, or any of their respective
properties  or  assets,  is bound  with  respect  to the  voting of any share of
capital stock or other equity or beneficial  interest of any of Farequest or the
Farequest  Subsidiaries;  and (v) neither Farequest nor any Farequest Subsidiary
is a party  to and have  not  granted  any  outstanding  rights,  subscriptions,
warrants,   puts,  calls,   preemptive  rights,  options  or  other  agreements,
instruments or  undertakings  of any kind relating to any capital stock or other
equity security of any of Farequest or the Farequest Subsidiaries, nor have they
issued any security  convertible into or exchangeable for any such capital stock
or other equity or beneficial interest.


                                       6
<PAGE>

      Section 3.3. Financial Statements.

            (a) Attached as Schedule 3.3(a) are the audited consolidated balance
sheets of Farequest and its consolidated  Farequest  Subsidiaries as of December
31,  2003  (the  "2003  BALANCE  SHEET"),  together  with  audited  consolidated
statements  of  operations,  stockholders'  equity and cash flows for the period
then ended, all certified by Farequest'  independent public  accountants,  whose
reports thereon are included therein (the "AUDITED FINANCIAL STATEMENTS").

            (b)  Attached  as  Schedule  3.3(b) are the  unaudited  consolidated
balance sheets of Farequest and its  consolidated  Farequest  Subsidiaries as of
September  30,  2004,  together  with the  unaudited  consolidated  statement of
operations,  stockholders'  equity and cash flows for the nine-month period then
ended (the "SEPTEMBER FINANCIAL STATEMENTS").

            (c) Except as set forth on Schedule  3.3(c),  the Audited  Financial
Statements and the September  Financial  Statements have been prepared from, and
are in  accordance,  in all  material  respects,  with the books and  records of
Farequest and the Farequest Subsidiaries,  have been prepared in accordance with
GAAP applied on a consistent basis during the periods involved (except as may be
stated in the notes thereto and except,  in the case of the September  Financial
Statements,  for  normal  year-end  adjustments  and  the  absence  of  footnote
disclosure),  and  fairly  present,  in all  material  respects,  the  financial
position and the results of operations, stockholders' equity and cash flows (and
changes  in  financial  position,   if  any)  of  Farequest  and  the  Farequest
Subsidiaries as of the times and for the periods referred to therein.

      Section 3.4.  Directors,  Officers,  Employees,  Employee  Benefit  Plans;
ERISA.

            (a) Schedule  3.4(a) contains a complete and accurate list as of the
date hereof of the name,  title,  current annual base salary and bonuses paid or
earned with respect to the last completed fiscal year for each current employee,
independent  contractor,  director  and officer of Farequest  and the  Farequest
Subsidiaries.

            (b) Except as set forth in Schedule  3.4(b),  since January 1, 2004,
there has not been, nor to Farequest's Knowledge is there pending or threatened,
(i) any labor dispute between  Farequest and the Farequest  Subsidiaries and any
labor  organization,  or any  strike,  slowdown,  jurisdictional  dispute,  work
stoppage or other similar  organized  labor  activity  involving any employee of
Farequest  and  the  Farequest  Subsidiaries  or  affecting  Farequest  and  the
Farequest  Subsidiaries  or (ii) any  union  organizing,  or  election  activity
involving, any employee of Farequest and the Farequest Subsidiaries.

            (c) There  exists  no  pending  or to the  Knowledge  of  Farequest,
threatened lawsuit,  administrative  proceeding or investigation  between any of
Farequest and the  Farequest  Subsidiaries  and any current or former  director,
officer or employee of Farequest and the Farequest  Subsidiaries,  including any
claim for  wrongful  termination,  breach of  express  or  implied  contract  of
employment or for violation of equal employment  opportunity  laws. There exists
no pending or, to the Knowledge  Farequest,  threatened lawsuit,  administrative
proceeding or investigation  of Farequest and the Farequest  Subsidiaries or any
employee  thereof  regarding  allegations  of hostile work  environment,  sexual
discrimination or racial discrimination.


                                       7
<PAGE>

            (d)  Schedule  3.4(d)  sets forth a true and  complete  list of each
bonus, deferred  compensation,  incentive  compensation,  stock purchase,  stock
option,  severance or termination pay, hospitalization or other medical, life or
other insurance, supplemental unemployment benefits, profit-sharing,  pension or
retirement  plan,  program,  agreement or  arrangement,  and each other employee
benefit plan, program, agreement or arrangement,  or any employment,  severance,
consulting or similar  agreement,  sponsored,  maintained or  contributed  to or
required to be  contributed  to, or entered into by  Farequest or any  Farequest
Subsidiaries  or any  trade or  business  ("FAREQUEST  ERISA  AFFILIATE"),  that
together with Farequest would be deemed a "single  employer"  within the meaning
of Section 4001(b) of ERISA, for the benefit of any employee or former employee,
or director or former  director,  of Farequest or any Farequest  Subsidiaries or
any Farequest ERISA  Affiliate,  whether formal or informal  (collectively,  the
"FAREQUEST PLANS").  Schedule 3.4(d) identifies each of the Farequest Plans that
is an "employee  benefit plan," as that term is defined in Section 3(3) of ERISA
(such plans being  hereinafter  referred to collectively as the "FAREQUEST ERISA
PLANS").  Except as set forth in  Schedule  3.4(d),  neither  Farequest  nor any
Farequest  Subsidiaries  nor any Farequest ERISA Affiliate has any commitment to
create  any  additional  Farequest  Plan or  materially  increase  the  benefits
provided under any existing Farequest Plan.

            (e) No  liability  under  Title IV of ERISA  has  been  incurred  by
Farequest or any Farequest  Subsidiaries  or any Farequest  ERISA Affiliate that
has not been  satisfied in full,  and, to  Farequest's  Knowledge,  no condition
exists that  presents a risk to Farequest or any Farequest  Subsidiaries  or any
Farequest  ERISA  Affiliate  of  incurring a liability  under Title IV of ERISA,
other than  liability  for premiums due the PBGC (which  premiums have been paid
when due).

            (f)  Farequest  has not  received  written  notice that the PBGC has
instituted  or intends to institute  any  proceeding  to terminate any Farequest
ERISA Plan,  and to Farequest's  Knowledge no condition  exists which presents a
risk that any such proceeding will be instituted.

            (g) No Farequest ERISA Plan is subject to Section 412 of the Code or
Title IV of ERISA,  and neither  Farequest,  any Farequest  Subsidiaries nor any
Farequest ERISA  Affiliate has sponsored,  maintained or contributed to any plan
or  arrangement  subject to Section 412 of the Code or Title IV of ERISA  during
the past six (6) years.  No Farequest  ERISA Plan is a plan described in Section
4063(a) of ERISA.

            (h)  Neither  Farequest  nor  the  Farequest  Subsidiaries  nor  any
Farequest  ERISA  Affiliate nor any Farequest  ERISA Plan, nor any trust created
thereunder nor, to Farequest's Knowledge,  any trustee or administrator thereof,
has engaged in a transaction in connection with which  Farequest,  any Farequest
Subsidiaries,  any Farequest ERISA Affiliate or any Farequest ERISA Plan, or any
such trust or any trustee or administrator thereof or any party dealing with any
Farequest  ERISA  Plan or any such  trust,  could be  subject  to either a civil
penalty  assessed  pursuant  to Section  409 or 502(i) of ERISA or a tax imposed
pursuant to Section 4975 or 4976 of the Code.

            (i) Full payment has been made of all amounts that  Farequest or any
Farequest Subsidiaries or any Farequest ERISA Affiliate is required to pay under
the terms of each  Farequest  ERISA  Plan as of the last day of the most  recent
Plan  year  thereof  ended  prior  to the date of this  Agreement,  and all such
amounts  properly accrued through the Effective Time with respect to the current
plan  year  thereof  will be  paid  by  Farequest  or the  applicable  Farequest
Subsidiaries  on or prior to the Closing  Date or will be  properly  recorded in
Farequest's  combined financial  statements in accordance with GAAP consistently
applied.

            (j) Each Farequest Plan has been created,  operated and administered
in all material respects in accordance with its terms and in material compliance
with applicable Laws, including, but not limited to, ERISA and the Code.


                                       8
<PAGE>

            (k) Each  Farequest  ERISA Plan that is intended  to be  "qualified"
within  the  meaning  of Section  401(a) of the Code has  received  a  favorable
determination  letter to the effect that it is so qualified-and  that the trusts
maintained thereunder are exempt from taxation under Section 501(a) of the Code,
and neither Farequest nor Seller is aware of any circumstances that would likely
result in such  Farequest  Plan no longer being  qualified.  All such  Farequest
ERISA  Plans have been  amended  for the Tax Laws  commonly  known as "GUST" and
"EGTRRA" and each such  Farequest  ERISA Plan has been submitted to the Internal
Revenue  Service  for a  favorable  determination  letter  within  the  remedial
amendment period prescribed under GUST.

            (l)  Except as set  forth in  Schedule  3.4(l),  no  Farequest  Plan
provides benefits, including death or medical benefits (whether or not insured),
with  respect to current  or former  employees  of  Farequest  or any  Farequest
Subsidiaries or any Farequest ERISA Affiliate  beyond their  retirement or other
termination of service (other than coverage  mandated by applicable  Laws),  and
neither  Farequest  nor  any  Farequest  Subsidiaries  nor any  Farequest  ERISA
Affiliate  has any  binding  obligation  to  provide  any  employee  or group of
employees  with any such  benefits  upon  their  retirement  or  termination  of
employment.

            (m) Except as set forth in Schedule  3.4(m),  neither the  execution
and delivery of this Agreement by Farequest nor the  performance by Farequest of
this Agreement nor the consummation of the transactions contemplated hereby will
(i) entitle any current or former director,  officer or employee of Farequest or
the Farequest  Subsidiaries  or any Farequest  ERISA Affiliate to severance pay,
unemployment  compensation  or any other payment from Farequest or any Farequest
Subsidiaries,  (ii)  accelerate the time of payment or vesting,  or increase the
amount of  compensation  due any such  director,  officer or employee,  or (iii)
result  in any  prohibited  transaction  described  in  Section  406 of ERISA or
Section  4975 of the Code for which an exemption  is not  available.  No amounts
payable under the Farequest  Plans will fail to be deductible for federal Income
tax purposes by virtue of Section l62(a)(1) or 280G of the Code.

      Section 3.5. Intellectual Property.

            (a) As used  herein,  the term  "INTELLECTUAL  PROPERTY"  means  the
following  items,  in each case held for use in, used in, or  necessary  for the
businesses of Farequest and the Farequest  Subsidiaries as currently  conducted:
trademarks,  service marks, trade names, Internet domain names, designs,  logos,
slogans,  and general  intangibles  of like nature,  together with all goodwill,
registrations   and  applications   related  to  the  foregoing   (collectively,
`TRADEMARKS");  patents and industrial  designs  (including  any  continuations,
divisionals,  continuations-in-part renewals, reissues, and applications for any
of the foregoing);  copyrights (including any registrations and applications for
any of the foregoing);  Software;  "mask works" (as defined under 17 U.S.C.  ss.
901) and any registrations and applications for "mask works"; technology,  trade
secrets and other confidential  information,  know-how,  proprietary  processes,
inventions,  formulae,  algorithms,  models,  and  methodologies  (collectively,
"TRADE SECRETS"); and rights of publicity and privacy relating to the use of the
names,  likenesses,  voices,  signatures  and  biographical  information of real
persons,  As used  herein,  the term  "SOFTWARE"  means any and all (i) computer
programs (other than "off-the-shelf" or shrinkwrap software), including, but not
limited  to,  any and all  software  implementation  of  algorithms,  models and
methodologies,  whether in source  code or object code form,  (ii)  computerized
databases and compilations of data, and (iii) all documentation,  including, but
not limited to, user  manuals  and  training  materials,  relating to any of the
foregoing.

            (b) Schedule 3.5(b) sets forth a true, complete and accurate list of
all U.S.  and  foreign  (i)  patents  and patent  applications;  (ii)  trademark
registrations,  trademark  applications  and Internet  domain  names;  and (iii)
copyright and mask work  registrations  and copyright and mask work applications
in each case owned by Farequest or the Farequest Subsidiaries.

            (c) Except as set forth on Schedule 3.5(c) or in accordance with the
terms of any License  Agreement  described on Schedule 3.5(e),  (i) Farequest or
one of the  Farequest  Subsidiaries  owns or has the  right to use all  Material
Intellectual  Property  and,  to Seller's or  Farequest's  Knowledge,  all other
Intellectual  Property,  free and clear of all  Liens  and Asset  Liens and (ii)
Farequest or one of the Farequest  Subsidiaries  is listed in the records of the
appropriate United States,  state, or foreign registry as the sole current owner
of record for each application and registration  listed on Schedule 3.5(b),  and
(iii)  any  Material  Intellectual  Property  which is  registered  and owned by
Farequest  and the Farequest  Subsidiaries  has not been  cancelled,  expired or
abandoned.  With respect to any assets,  rights or  properties,  an "ASSET LIEN"
shall mean all restrictions,  rights of first refusal, conditions, covenants and
similar rights that materially  impair the use of such asset,  right or property
by Farequest or the Farequest  Subsidiaries  in  connection  with the conduct of
Farequest' or the Farequest Subsidiaries' businesses.


                                       9
<PAGE>

            (d)  Schedule  3.5(d)  sets  forth,  with  respect  to the  Material
Intellectual Property, a true, complete and accurate list of all Software (other
than  readily  available,  "off-the-shelf"  commercial  or  shrinkwrap  software
programs  having  an  acquisition  price of less  than  $5,000)  which is owned,
licensed or leased by Farequest and the Farequest Subsidiaries, describing which
Software is owned,  licensed or leased,  as the case may be. The Software  owned
and not licensed by Farequest  and the Farequest  Subsidiaries  was developed by
(i) employees of Farequest or the  Farequest  Subsidiaries  or (ii)  independent
contractors  who have created such  Software as "work for hire" (as such term is
defined in 17 U.S.C.  ss. 101) and/or  assigned their rights in such Software to
Farequest or the Farequest Subsidiaries by written agreement.

            (e) Schedule 3.5(e) sets forth a true, complete and accurate list of
all  agreements  (whether  oral or written,  and whether  between  Farequest  or
inter-corporate) to which Farequest or the Farequest  Subsidiaries is a party or
otherwise  bound,  (i)  granting or  obtaining  any right to use or practice any
rights under any Material Intellectual Property (other than licenses for readily
available,  "off-the-shelf" commercial or shrinkwrap software programs having an
acquisition  price of less than $5,000),  or (ii) restricting  Farequest' or the
Farequest  Subsidiaries' rights to use any Material Intellectual Property or, to
Farequest's  Knowledge,  any other  Intellectual  Property,  including,  but not
limited to, license agreements, development agreements, distribution agreements,
settlement  agreements,  consent to use  agreements,  and  covenants  not to sue
(collectively, the "LICENSE AGREEMENTS"). No royalties or other fees (other than
fees  of the  appropriate  agency  or  government  office  for  maintaining  and
protecting the Material  Intellectual  Property or other Intellectual  Property)
are payable by Farequest or the Farequest  Subsidiaries to any third parties for
the use of or right  to use any  Material  Intellectual  Property.  The  License
Agreements  are valid and binding  obligations  of  Farequest  or the  Farequest
Subsidiaries,  enforceable in accordance with their  respective  terms except as
enforceability  thereof  may be limited by  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium, or other similar Laws now or hereafter
in effect relating to creditors'  rights  generally or by general  principles of
equity  (regardless of whether  enforceability  is considered in a proceeding at
law or in equity). To Farequest's Knowledge,  there exists no event or condition
which will result in a material  violation or breach of or  constitute  (with or
without  due  notice or lapse of time or both) a  default  by  Farequest  or the
Farequest  Subsidiaries or, to Farequest's  Knowledge,  the other party thereto,
under any such License Agreements.

            (f)  Except  as  set  forth  on  Schedule  3.5(f),   to  Farequest's
Knowledge, there has been no prior use of the Trademarks by any third party that
would confer upon said third party superior rights in such Trademarks.

            (g) Except as set forth on Schedule 3.5(g),  there is no pending or,
to  Farequest's   Knowledge,   threatened  claim,  suit,  arbitration  or  other
adversarial   proceeding  before  any  court,  agency,   arbitral  tribunal,  or
registration  authority,  in any  jurisdiction,  and neither  Farequest  nor the
Farequest  Subsidiaries  have received  notice  regarding any of the  foregoing,
involving the Material Intellectual Property owned by Farequest or the Farequest
Subsidiaries or, to Farequest's  Knowledge,  the Material  Intellectual Property
licensed to Farequest or the Farequest Subsidiaries,  including, but not limited
to, any claim, suit,  arbitration or other adversarial  proceeding alleging that
the  activities or the conduct of  Farequest's  or the  Farequest  Subsidiaries'
business  infringes upon,  violates or constitutes the  unauthorized  use of the
intellectual  property  or  other  proprietary  rights  of any  third  party  or
challenging  Farequest's or the Farequest  Subsidiaries' ownership or use of any
Intellectual Property, or the validity,  enforceability or registrability of any
Intellectual Property owned by Farequest or the Farequest Subsidiaries.

            (h) To Farequest's  Knowledge,  no third party is  misappropriating,
infringing, diluting or violating any Material Intellectual Property and no such
claims, suits,  arbitrations or other adversarial  proceedings have been brought
or   threatened   against  any  third  party  by  Farequest  or  the   Farequest
Subsidiaries.

            (i) To Farequest's  Knowledge,  the conduct of  Farequest's  and the
Farequest   Subsidiaries'   businesses   as   currently   conducted   does   not
misappropriate,  infringe upon (either  directly or  indirectly  such as through
contributory  infringement or inducement to infringe) or dilute any intellectual
property rights owned or controlled by any third party.


                                       10
<PAGE>

            (j)  Except  as set  forth on  Schedule  3.5(j),  Farequest  and the
Farequest  Subsidiaries take reasonable  measures to protect the confidentiality
of Trade Secrets which is material to Farequest.  To Farequest's  Knowledge,  no
Trade Secret which is material to Farequest has been  disclosed or authorized to
be disclosed to any third party other than pursuant to a written confidentiality
and  non-disclosure  agreement.  To  Farequest's  Knowledge,  no  party  to  any
non-disclosure  agreement  relating to its Trade Secrets is in breach or default
thereof.

            (k) Except as set forth on Schedule 3.5(k),  (i) the consummation of
the  transactions  contemplated by this Agreement will not result in the loss or
impairment  of  Farequest's  rights to own,  use,  or bring any  action  for the
infringement  of  any of the  Material  Intellectual  Property,  nor  will  such
consummation  require the consent of any third party in respect of any  Material
Intellectual Property and (ii) to Farequest's Knowledge, the consummation of the
transactions  contemplated  by this  Agreement  will not  result  in the loss or
impairment  of  Farequest's  rights to own,  use,  or bring any  action  for the
infringement  of  any  of  the  other  Intellectual   Property,  nor  will  such
consummation  require  the  consent  of any third  party in respect of any other
Intellectual  Property.  Except as set forth on Schedule  3.5(k),  no current or
former director, officer, employee, contractor or consultant of Farequest or the
Farequest  Subsidiaries  (or any of its  predecessors in interest)  will,  after
giving effect to the transactions  contemplated by this Agreement, own or retain
any rights to use any of the Material  Intellectual  Property or, to Farequest's
Knowledge, any Intellectual Property.

            (l) The  NPorta  License is in full force and effect and a valid and
binding obligation of Farequest and NPorta enforceable against each of Farequest
and NPorta according to its terms. No default or circumstance  exists,  with the
giving of notice or the  passage of time,  or both,  which  would  constitute  a
default by any party  thereto to the NPorta  license.  The NPorta  License shall
provide at Closing for perpetual renewals at Farequest's  option, at rates which
are arms length rates, but no less than the rates currently payable by Farequest
to NPorta.  The fees and costs  payable  under the NPorta  License  are at rates
currently believed to be fair market rates.

      Section 3.6. Assets.

            (a) Schedule  3.6(a)(i) sets forth a true, correct and complete list
of all  tangible  assets,  properties  and rights  owned,  leased or licensed by
Farequest or any of the Farequest Subsidiaries having an individual current fair
market value in excess of $25,000. All of the buildings, improvements, machinery
and equipment  currently used in connection with the businesses of Farequest and
the Farequest  Subsidiaries  are in good and working  condition  and  sufficient
repair to permit  the  continual  operation  and  conduct of the  businesses  of
Farequest and its Farequest  Subsidiaries as presently conducted,  ordinary wear
and tear excepted.  Except as set forth on Schedule 3.6(a)(ii) Farequest and the
Farequest  Subsidiaries have good and valid title to all assets,  properties and
rights  owned by  Farequest  and the  Farequest  Subsidiaries  reflected  in the
Audited Financial  Statements (except inventory and other properties disposed of
in the  ordinary  course  of  business  since  January  1,  2004,  and  accounts
receivable  paid since  January 1, 2004),  free and clear of all Liens and Asset
Liens,  except for (i) statutory Liens imposed by Law for taxes that are not yet
due  and  payable,  (ii)  landlords',   carriers',   vendors',   warehousemen's,
mechanics', materialmen's,  repairmen's or other like Liens arising by operation
of Law in the ordinary course of business,  consistent  with past practice,  and
with respect to amounts not overdue for a period of more than 30 calendar  days,
(iii) pledges or deposits in connection with workers' compensation, unemployment
insurance  and other  social  security  Laws,  (iv) zoning laws and  ordinances,
easements,  rights-of-way,  restrictions and other similar encumbrances which do
not,  individually  or in the aggregate,  interfere with the use of the relevant
assets as being  used on the date  hereof,  and (v) liens  arising  from  travel
agency regulations relating to customer funds (collectively, "PERMITTED LIENS").

            (b) All material  assets,  properties,  interests and rights used or
held for use in the conduct of the  businesses  of Farequest  and the  Farequest
Subsidiaries (the "BUSINESS ASSETS") are owned,  leased or licensed by Farequest
and the Farequest Subsidiaries.  The Business Assets include all of the material
assets, properties, interests and rights material to, or used for the conduct of
the  businesses  of  Farequest  and  the  Farequest  Subsidiaries  as  presently
conducted.  Farequest  and  the  Farequest  Subsidiaries  have  such  technology
sufficient  for the  operations  of its business as it is  presently  conducted.
Farequest  and the  Farequest  Subsidiaries  have  the  right  to use all of the
assets,  properties,  interests and rights used in the conduct of the businesses
of  Farequest   and  the   Farequest   Subsidiaries   as   presently   conducted
(notwithstanding  any Asset  Liens on such  assets,  properties,  interests  and
rights)  the  absence  of which  would  result in a Material  Adverse  Effect on
Farequest.


                                       11
<PAGE>

      Section 3.7. Litigation.

            (a)  Except as set  forth on  Schedule  3.7,  (i)  Farequest  or the
Farequest  Subsidiaries  have not received  written notice of any pending or, to
Farequest's Knowledge,  threatened Action and, there is no Action pending, or to
Farequest's Knowledge,  threatened, in each case, by or against Farequest or the
Farequest Subsidiaries before any Governmental  Authority,  and (ii) there is no
Order  outstanding  against Farequest or any Farequest  Subsidiaries,  except in
each of case (i) and (ii) such  Action or Order  that  would not have a Material
Adverse  Effect  against  either  Farequest  individually  or Farequest  and the
Farequest Subsidiaries taken as a whole.

            (b)  There  is no  Action  pending  or,  to  Farequest's  Knowledge,
threatened against Farequest or any Farequest  Subsidiaries which (i) challenges
the transactions contemplated hereby, (ii) would prevent or materially interfere
with or delay the consummation of the transactions contemplated hereby, or (iii)
seeks damages in connection with the transactions contemplated hereby.

      Section 3.8. Title to Properties.

            (a)  Schedule  3.8(a) is a true,  correct and  complete  list of all
leases,  subleases,  licenses  and  other  agreements  (collectively,  the "REAL
PROPERTY  LEASES") under which  Farequest or the Farequest  Subsidiaries  use or
occupy,  or have  the  right to use or  occupy,  any real  property  (the  land,
buildings  and  other  improvements  covered  by the Real  Property  Leases  are
referred to herein as the "LEASED REAL PROPERTY"),  including the date, address,
lessor and lessee (or sublessor or sublessee, as the case may be) and use of the
premises  under  each  Real  Property  Lease.  Farequest  have  heretofore  made
available to RCG true,  correct and complete copies of each of the Real Property
Leases.  Farequest holds good and valid  leasehold  interests to the Leased Real
Property, in each case subject to the provisions of the applicable Real Property
Lease. To Farequest's Knowledge,  each Real Property Lease is valid, binding and
enforceable and in full force and effect and no material default or circumstance
exists which,  with the giving of notice or the passage of time, or both,  would
constitute a material default by Farequest or any Farequest Subsidiaries,  or to
Farequest's Knowledge, any other party to any Real Property Lease.

            (b)  Farequest and the  Farequest  Subsidiaries  do not own any real
property.

      Section 3.9. Consents, Notices and Approvals.

            (a) Except for Consents, notices and approvals set forth on Schedule
3.9(a),  no consent,  approval,  Permit,  waiver,  authorization of or notice or
filing with,  any  Governmental  Authority is required to be made or obtained by
Farequest or any of the Farequest Subsidiaries in connection with the execution,
delivery and  performance by Farequest or any of the Farequest  Subsidiaries  of
this  Agreement  and the other  agreements  and  instruments  to be executed and
delivered  by  Farequest or any of the  Farequest  Subsidiaries  hereunder or in
connection herewith and the consummation of the transactions contemplated hereby
or thereby.

            (b) Except as set forth on Schedule  3.9(b),  neither the  execution
and  delivery  of  this  Agreement  nor  the  consummation  of the  transactions
contemplated  hereby  will (i) require the consent of or notice to, any party to
any Material Contract,  or (ii) violate, or conflict with, or result in a breach
of any provisions of, or constitute a default (or an event which, with notice or
lapse of time or both,  would  constitute  a default)  under,  or give rise to a
right  of  termination,  cancellation,   modification  or  acceleration  of  the
performance  required by or a loss of a benefit  under,  any Material  Contract.


                                       12
<PAGE>

      Section 3.10. Contracts.

            (a) Set forth on Schedule  3.10(a)(i)-(xix)  is a true,  correct and
complete list of the following  types of  Contracts,  to which  Farequest or the
Farequest  Subsidiaries,  as the case  may be,  is a party or by which it or its
properties  are  bound,  or  pursuant  to which it  obtains  benefits  or incurs
obligations  in  the  conduct  of its  businesses  as of the  date  hereof  (the
"MATERIAL CONTRACTS"):

                  (i)  Contracts  for  the  purchase  of  goods  by,  or for the
furnishing of services to, Farequest and the Farequest Subsidiaries that provide
for, or are reasonably  likely to provide for,  remaining  payments by Farequest
and the Farequest  Subsidiaries in excess of $75,000 during the term of any such
Contract, including all contracts with airlines;

                  (ii)   Contracts   between  (x)  Farequest  or  any  Farequest
Subsidiaries  and (y)  any of its  Affiliates,  officers  or  directors  (or any
Affiliates of any of the foregoing);

                  (iii) Contracts  containing any guaranties by Farequest or any
Farequest Subsidiaries of the obligations of any third parties;

                  (iv) any lease  agreement  between  Farequest or any Farequest
Subsidiaries and any Person for leasing equipment, which has an aggregate rental
value in excess of $75,000 during the term of the lease;

                  (v)   Contracts   under  which   Farequest  or  the  Farequest
Subsidiaries provides consulting services to any Person;

                  (vi) any employment, severance, non-competition, consulting or
other  Contracts with any current or former  stockholder,  director,  officer or
employee of Farequest and the Farequest Subsidiaries that has remaining payments
by Farequest to such Person and cannot be  terminated  by Farequest  without any
remaining payments;

                  (vii) joint venture, partnership, stockholder, voting trust or
other Contracts whereby Farequest or the Farequest Subsidiaries have agreed with
any other Person (A) to enter into a joint  business  arrangement  for profit or
(B) to vote any shares of capital stock or other equity or beneficial  interests
in any other Person in any particular manner;

                  (viii)   Contracts   entered  into  since  December  31,  2003
providing for the  acquisition or disposition of assets having a value in excess
of $75,000,  other than such acquisitions or dispositions in the ordinary course
of business, consistent with past practice;

                  (ix) licenses and agreements relating to Material Intellectual
Property;

                  (x)  Contracts  for the lease of personal  property to or from
any Person requiring payments in excess of $75,000;

                  (xi)   Contracts   requiring   Farequest   or  any   Farequest
Subsidiaries  to indemnify  or hold  harmless any Person in respect of which the
aggregate potential obligation is reasonably likely to exceed $75,000;

                  (xii) Contracts  contemplating the referral of any services to
any Person or to Farequest or any  Farequest  Subsidiaries,  as the case may be,
the performance of which involves consideration in excess of $75,000;

                  (xiii) any Contracts (A) relating to indebtedness for borrowed
money  or  other  financing  transactions  or (B)  restricting  the  ability  of
Farequest or any Farequest Subsidiaries to incur indebtedness for borrowed money
or make any loan or advance or own, operate, sell, transfer, pledge or otherwise
dispose of any assets;


                                       13
<PAGE>

                  (xiv)  Contracts  under which any other Person has directly or
indirectly guaranteed any indebtedness,  liability or obligation of Farequest or
any  Farequest  Subsidiaries,  or  letter  of credit  issued  to  guarantee  any
obligation of Farequest or any Farequest Subsidiaries, or any vendor or customer
of Farequest or any Farequest Subsidiaries;

                  (xv) mortgages,  pledges, security agreements,  deeds of trust
or other documents granting a Lien;

                  (xvi)  Contracts (A) providing for the payment of any bonus or
commission  based on sales or earnings or (B)  providing  for any bonus or other
payment  based on the sale of Farequest  or any  Farequest  Subsidiaries  or any
portion  thereof or any other change of control of  Farequest  or any  Farequest
Subsidiaries;

                  (xvii) Contracts that provide for a payment, or that the terms
and  conditions  that would  otherwise  govern the  relationship  of the parties
thereto will be altered,  upon a change of control of Farequest or any Farequest
Subsidiaries;

                  (xviii) Contracts with any Governmental Authority; and

                  (xix) Contracts  containing covenants which restrict Farequest
or  the  Farequest  Subsidiaries  from  engaging  in  any  business  or  in  any
geographical  area or containing any  exclusivity  provision with respect to any
business or geographic area.

            (b) Farequest and the Farequest  Subsidiaries have made available to
RCG copies of all of the Material  Contracts.  Each of the Material Contracts is
in full force and effect and is a valid and binding  obligation of Farequest and
the  Farequest  Subsidiaries,  enforceable  against  Farequest and the Farequest
Subsidiaries in accordance with its terms, except as enforceability  thereof may
be limited by bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium,  or other  similar  Laws now or  hereafter  in  effect  relating  to
creditors'  rights generally or by general  principles of equity  (regardless of
whether  enforceability  is considered in a proceeding at law or in equity).  To
Farequest's  Knowledge,  each of the  Material  Contracts is a valid and binding
obligation of the other parties thereto,  enforceable against such other parties
in accordance with its terms, except as enforceability thereof may be limited by
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium, or
other  similar  Laws now or hereafter in effect  relating to  creditors'  rights
generally  or  by  general   principles   of  equity   (regardless   of  whether
enforceability is considered in a proceeding at law or in equity). Except as set
forth on Schedule 3.10(b), with respect to the Material Contracts, no default or
circumstances  exist which, with the giving of notice or the passage of time, or
both,  would  constitute a material default by Farequest or any of the Farequest
Subsidiaries  or,  to  Farequest's  Knowledge,  by the  other  party or  parties
thereto.  None of the  parties to any  Material  Contract  has  terminated  such
Material Contract,  and Farequest and the Farequest Subsidiaries have not given,
to its  Knowledge,  any oral or written  notice of  termination  of any Material
Contract  or  received,  to  its  Knowledge,  any  oral  or  written  notice  of
termination of any such Material Contract from any other party thereto,  nor has
Farequest or any Farequest Subsidiaries received, to its Knowledge,  any oral or
written  notice  of any such  party's  intention  to  discontinue  its  business
relationship  with Farequest or any Farequest  Subsidiaries or written notice of
such  party's  intention  to reduce  the volume of  business  it  conducts  with
Farequest or any Farequest Subsidiaries under any of the Material Contracts.

      Section 3.11. Absence of Undisclosed  Liabilities.  Except as set forth on
Schedule 3.11 or except for Material Contracts listed, or contracts not required
to be listed,  in Schedule 3.10, as of the date hereof neither Farequest nor any
Farequest  Subsidiaries  has any contractual  liability or any other  liability,
whether accrued, contingent, absolute, determined,  indeterminable or otherwise,
which  was not (i)  reflected  or  reserved  against  in the  Audited  Financial
Statements or (ii) incurred in the ordinary  course of business  consistent with
past  practice  since  September  30, 2004, in each case, in an amount less than
$50,000  individually  and  $100,000  in the  aggregate.  Except as set forth in
Schedule 3.11, the reserves for such  liabilities and  obligations  reflected on
the 2003 Balance Sheet are adequate in accordance with GAAP consistent with past
practice.


                                       14
<PAGE>

      Section 3.12. Compliance with Laws; Permits.

            (a) To  the  Knowledge  of  Farequest,  neither  Farequest  nor  any
Farequest  Subsidiaries  has  violated  in any  respect  any  Orders and each of
Farequest  and the  Farequest  Subsidiaries  has  complied  and is  presently in
compliance in all material  respects with all applicable  Laws that are material
to  the  conduct  of  Farequest's  or  the  Farequest  Subsidiaries'  respective
businesses or ownership of their respective properties or assets.

            (b) Farequest and the Farequest  Subsidiaries  and their  respective
employees  have all  licenses,  franchises,  permits and  authorizations  of any
Governmental  Authority for the lawful  conduct of the business of Farequest and
the Farequest  Subsidiaries as presently  conducted,  except for such permits or
authorizations,  as to which  the  failure  to  possess  would  not  result in a
Material Adverse Effect on Farequest (collectively, "PERMITS"), and such Permits
are in full force and effect.  Schedule 3.12(b) sets forth a true,  complete and
accurate  list  of  all of the  material  Permits.  Neither  Farequest  nor  any
Farequest  Subsidiaries  nor any of their  employees  has received any notice of
revocation of or default under, any Permits.

      Section 3.13. Tax Matters.

            (a)  Except as set forth on  Schedule  3.13(a)(i)  through  Schedule
3.13(a)(x):

                  (i) Each of Farequest and the Farequest  Subsidiaries  has (x)
timely filed (or there has been filed on its behalf) Tax Returns  required to be
filed by it (taking into account valid  extensions) and all Tax Returns are true
and  correct,  (y) paid (or there has been paid on its behalf) in full all Taxes
required to be paid by it, and (z) established (or there has been established on
its behalf) on the 2003 Balance Sheet reserves that are adequate for the payment
of any Taxes not yet due and payable.  Since the date of the 2003 Balance Sheet,
none  of  Farequest  or any of  the  Farequest  Subsidiaries  has  incurred  any
liability  for Taxes other than in the ordinary  course of business,  consistent
with past practice;

                  (ii)  There  are no  recorded  liens  or to the  Knowledge  of
Farequest,  any other liens for Taxes upon any assets of Farequest or any of the
Farequest Subsidiaries, except Permitted Liens;

                  (iii) No deficiency for any Taxes has been proposed,  asserted
or assessed against Farequest or any of the Farequest  Subsidiaries that has not
been resolved and paid in full. No waiver, extension or comparable consent given
by Farequest or any of the Farequest  Subsidiaries  regarding the application of
the  statute  of  limitations  with  respect  to  any  Taxes  or Tax  Return  is
outstanding, nor is any request for any such waiver or consent pending;

                  (iv) There are no  federal,  state,  local or foreign  audits,
actions,   suits,   proceedings,   investigations,   claims  or   administrative
proceedings  relating  to Taxes or any Tax  Returns of  Farequest  or any of the
Farequest  Subsidiaries  now  pending,  and  none  of  Farequest  or  any of the
Farequest   Subsidiaries  has  received  any  notice  of  any  proposed  audits,
investigations,  claims or administrative  proceedings  relating to Taxes or any
Tax Returns;

                  (v) Each of  Farequest  and the  Farequest  Subsidiaries  have
complied in all  material  respects  with all  applicable  Laws  relating to the
payment,  collection  or  withholding  of any Tax, and the  remittance  thereof,
including, but not limited to, Sections 1441, 1442, 1445 and 3402 of the Code;

                  (vi) None of  Farequest or any of the  Farequest  Subsidiaries
has received any written  ruling from any Tax  authority.  No closing  agreement
pursuant to Section 7121 of the Code (or any similar  provision of state,  local
or foreign  Law) has been entered into by or with respect to Farequest or any of
the Farequest Subsidiaries;

                  (vii) None of Farequest or any of the  Farequest  Subsidiaries
(A) is a party  to, is bound by or has any  obligation  under,  any Tax  sharing
agreement,  Tax  indemnification  agreement or similar  contract or arrangement,
whether written or unwritten (collectively, "TAX SHARING AGREEMENTS") or (B) has
any  potential  liability or obligation to any Person as a result of or pursuant
to, any such Tax Sharing Agreement;


                                       15
<PAGE>

                  (viii) None of Farequest or any of the Farequest  Subsidiaries
has agreed or is required to make any  adjustments  under Section  481(a) of the
Code (or any similar  provision  of state,  local or foreign Law) by reason of a
change  in  accounting  method or  otherwise  for any Tax  period  for which the
applicable statute of limitations has not yet expired;

                  (ix) No  jurisdiction  where Farequest or any of the Farequest
Subsidiaries  does not file a Tax Return has made a Claim that  Farequest or any
of the  Farequest  Subsidiaries  is  required  to  file a Tax  Return  for  such
jurisdiction or that any Taxes are due as a result of doing any business in such
jurisdiction; and

                  (x) Since their  formation,  none of  Farequest  or any of the
Farequest  Subsidiaries have been a "distributing  corporation" or a "controlled
corporation"  in a distribution  intended to qualify under Section 355(a) of the
Code.

            (b) Other than any Tax Returns  which have not yet been  required to
be filed, each of Farequest and the Farequest Subsidiaries has made available to
the RCG true and correct  copies of the United States  federal income Tax Return
and any state,  local or foreign Tax Return for the taxable year ended  December
31, 2003 and the period ended September 30, 2004.

      Section 3.14. No Material Adverse Change.

            (a) Except as set forth on Schedule 3.14(a),  since January 1, 2004,
the businesses of Farequest and the Farequest  Subsidiaries  have been conducted
in the ordinary course of business, consistent with past practice.

            (b) Except as set forth in Schedule 3.14(b),  since January 1, 2004,
there has not occurred any event,  change or development  which has had or could
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse Effect on Farequest.

      Section 3.15. Affiliated Transactions.

            (a)  Except  as set  forth  on  Schedule  3.15(a),  no (x)  officer,
director,   or  employee  or  any   Affiliate  of  Farequest  or  any  Farequest
Subsidiaries, or (y) spouse, child, or Affiliate of the foregoing:

                  (i) has any  direct  or  indirect  financial  interest  in any
competitor,  supplier or customer of  Farequest  or any  Farequest  Subsidiaries
(other than ownership of less than 1% of the outstanding securities of a company
that  is  publicly  listed  on  a  national  securities   exchange   ("PERMITTED
INVESTMENTS") or has had, since January 1, 2004, any material direct or indirect
financial  interest in any competitor,  supplier or customer of Farequest or any
Farequest Subsidiaries (other than Permitted Investments);

                  (ii) owns, directly or indirectly, in whole or in part, or has
any  interest in any  tangible or  intangible  property  which  Farequest or any
Farequest  Subsidiaries  uses in the conduct of its  business or  otherwise  or,
since January 1, 2004, has owned,  directly or indirectly,  in whole or in part,
or had any  interest in any  material  tangible  or  intangible  property  which
Farequest or any Farequest  Subsidiaries  uses or has used in the conduct of its
business or otherwise;

                  (iii) has  outstanding  borrowings  of any  amount of money or
other  property  from  Farequest or any  Farequest  Subsidiaries  or has,  since
January 1, 2004,  borrowed any material  amount of money or other  property from
Farequest or any Farequest Subsidiaries; or


                                       16
<PAGE>

                  (iv) is  participating  or engaging or has,  since  January 1,
2004,  participated  or engaged  in any  business  substantially  similar to the
businesses of Farequest or any Farequest  Subsidiaries  other than such business
as will be acquired by RCG pursuant to this Agreement.

            (b) Except as set forth on Schedule  3.15(b),  (i) Farequest and the
Farequest Subsidiaries have no liabilities, debts or any other obligation of any
nature  whatsoever  (whether  absolute,  accrued or  contingent or otherwise and
whether due or to become due) to any officer,  director or employee of Farequest
or any Farequest Subsidiaries or to any spouse or child, stockholder,  director,
officer or Affiliate of any of the  foregoing,  and (ii) since  January 1, 2004,
Farequest and the Farequest  Subsidiaries have had no liabilities,  debts or any
other  obligation  of  any  nature  whatsoever  (whether  absolute,  accrued  or
contingent  or  otherwise  and  whether  due or to become  due) to any  officer,
director or employee of Farequest or any Farequest Subsidiaries or to any spouse
or child, stockholder,  director, officer, or Affiliate of any of the foregoing,
other than, with respect to (i) and (ii) above, in the case of any such officer,
director or employee of Farequest or any Farequest  Subsidiaries,  in respect of
accrued wages,  the  reimbursement  of expenses and the extension of benefits to
such  person  made in the  ordinary  course  of  business  consistent  with past
practice.

      Section 3.16.  Brokers and Finders.  Except as set forth on Schedule 3.16,
there are no broker,  finder or investment banker fees or commissions owed or to
be owed by or on behalf of Farequest or any Farequest Subsidiaries in connection
with the transactions contemplated by this Agreement.

      Section 3.17. Books and Records. The books of account, stock record books,
minute books and other records of Farequest or any Farequest  Subsidiaries,  all
of which  have been made  available  to RCG,  are  complete  and  correct in all
material respects.

      Section  3.18.  Receivables.  Except as set forth in  Schedule  3.18,  all
accounts  receivable  and  notes  receivable  of  Farequest  and  the  Farequest
Subsidiaries  (i) are valid  obligations of the obligors,  (ii) have arisen from
bona fide  transactions in the ordinary course of business  consistent with past
practices,  (iii) are collected during and collectible in the ordinary course of
business subject to reserves for doubtful accounts and (iv) have been adequately
reserved for in the Financial Statements in accordance with GAAP.

      Section 3.19. Affiliate.  Schedule 3.19 sets forth the name and address of
each  Person  who is,  in  Farequest's  reasonable  judgment,  an  Affiliate  of
Farequest (as such term is used in Rule 145 under the Securities Act).

      Section 3.20. Proxy Statement Prospectus;  Registration Statement. None of
the information regarding Farequest to be supplied by Farequest for inclusion or
incorporation  by reference  in the  Registration  Statement or Proxy  Statement
will, in the case of the Registration Statement at the time it becomes effective
and at the Effective Time and in the case of the Proxy Statement, at the time it
is first  mailed  to  Stockholders  of RCG and at the time of RCG  Stockholders'
meetings,  contain any untrue  statement of a material fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements therein not misleading in light of the circumstances when made. If at
any time prior to the Effective  Time any event with respect to Farequest  shall
occur which is required to be described in the Proxy  Statement or  Registration
Statement,  such event shall be so described  immediately in writing to RCG, and
an amendment  or  supplement  shall be promptly  filed with the  Securities  and
Exchange Commission ("SEC") and, as required by law.

      Section  3.21.  Stockholder  Approval.   Seller  has  delivered  a  voting
agreement and  irrevocable  proxy to RCG in the form attached  hereto as Exhibit
3.21. The vote of a majority of the outstanding shares of Farequest Common Stock
is required  to approve  the Merger and has been  obtained on or before the date
hereof, as has the approval of Farequest's board of directors.

      Section 3.22.  No  Violation.  The execution and delivery by Farequest and
the  Farequest  Subsidiaries  of this  Agreement  and the other  agreements  and
instruments to be executed by Farequest and the Farequest Subsidiaries hereunder
and the consummation of the transactions contemplated hereby and thereby, do not
and will not (i)  conflict  with or result in a breach of any  provision  of the
Farequest Charter,  Farequest Bylaws, or comparable  organizational documents of
any of the Farequest Subsidiaries;  (ii) violate, or conflict with, or result in
a material  breach of any  provisions  of or  constitute  a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or  give  rise  to  a  right  of  termination,  cancellation,   modification  or
acceleration  of the performance  required by or a loss of a benefit under,  any
note,  bond,  mortgage,  indenture,  deed  of  trust,  lease,  license,  Permit,
franchise, agreement,  commitment, contract or other instrument or obligation to
which Farequest or any of the Farequest  Subsidiaries is a party or by which its
properties are bound or affected; (iii) violate in any material respect any Laws
or material Order applicable to Farequest or any of the Farequest  Subsidiaries,
or by which any of their  properties  is bound or  affected;  (iv)  constitute a
violation  of any Law,  Order,  judgment  or  decree to which  Farequest  or the
Farequest  Subsidiaries  is bound or (v) result in the  creation  of any Lien or
Asset Lien on any Business Assets,  other than the case of clauses (ii),  (iii),
(iv)  and (v) any such  violations,  defaults,  rights,  losses  or Liens  that,
individually,  or in the aggregate,  could not be reasonably  expected to have a
Material Adverse Effect on Farequest.


                                       17
<PAGE>

      Section 3.23. State Takeover Laws. The Board of Directors of Farequest has
taken all actions so that the restrictions  contained in Section 203 of the DGCL
applicable  to a "business  combination"  (as defined in Section  203),  and any
other  similar  legal  requirement,  will not apply to RCG or SUB as  applicable
during  the  pendency  of  this  Agreement,  including  execution,  delivery  or
performance of this Agreement and the voting agreement  contemplated  hereby and
in the consummation of the Merger and the other transactions contemplated hereby
including the voting agreements.

      Section  3.24.  Disclosure.  No  representation  or  warranty of Seller or
Farequest  contained  in this  Agreement  contains  or will  contain  any untrue
statement of material  fact,  or omits or will omit to state any  material  fact
necessary  in order to make the  statements  herein or therein,  in light of the
circumstances under which it was or will be made, not misleading.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF RCG AND SUB

      RCG  and SUB  hereby  jointly  and  severally  represent  and  warrant  to
Farequest and Seller the following:

      Section 4.1. Corporate Organization; Authority.

            (a) Each of RCG and SUB is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware and except
as set forth in Schedule 4.1, has all requisite corporate power and authority to
execute,  deliver and perform its obligations under this Agreement and the other
agreements  and  instruments  to be executed and delivered by it hereunder or in
connection  herewith and to carry out its respective  obligations  hereunder and
thereunder.  The  execution  and  delivery  of  this  Agreement  and  the  other
agreements and instruments to be executed and delivered by RCG and SUB hereunder
or in  connection  herewith,  and  the  consummation  by it of the  transactions
contemplated  hereby,  have been duly authorized by all necessary  corporate and
other  actions  of RCG and SUB  pursuant  to and in  accordance  with  the  Laws
governing RCG and SUB.

            (b) This Agreement and the other  agreements  and  instruments to be
executed and delivered by RCG and SUB  hereunder or in connection  herewith have
been duly  executed  and  delivered  by RCG and SUB,  and  constitute  valid and
binding  obligations  of  RCG  and  SUB,  enforceable  against  RCG  and  SUB in
accordance with their respective terms, except as enforceability  thereof may be
limited  by  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium,  or other  similar  Laws now or  hereafter  in  effect  relating  to
creditors'  rights generally or by general  principles of equity  (regardless of
whether enforceability is considered in a proceeding at law or in equity).

      Section 4.2. Capitalization.

            (a) Schedule 4.2 sets forth as of the date hereof,  the  authorized,
issued and  outstanding  capital stock of RCG. All of the capital stock has been
duly authorized and validly issued, and are fully paid and  nonassessable.  None
of  the  securities   have  been  issued  in  violation  of  any  preemptive  or
subscription rights, or is subject to any preemptive or subscription rights.


                                       18
<PAGE>

            (b) All of the  subsidiaries  of RCG are as set  forth  on  Schedule
4.2(b) (the "RCG  SUBSIDIARIES").  All of the issued and  outstanding  shares of
capital  stock or other equity or beneficial  interests of the RCG  Subsidiaries
(the "RCG SUBSIDIARY  SHARES") are owned of record and  beneficially by RCG. RCG
has good and valid  title to the RCG  Subsidiary  Shares,  free and clear of all
Liens.  Each  issued  and  outstanding  share of capital  stock or other  equity
interests of each of the RCG  Subsidiaries  has been duly authorized and validly
issued,  is fully paid and  nonassessable,  and has not been issued in violation
of, and is not subject to, any preemptive or subscription rights.

            (c) Schedule 4.2(c) sets forth a true,  correct and complete list of
all  options,  warrants  or  other  rights,  arrangements,  agreements  or other
commitments  of any kind  whatsoever  which  RCG or any of the RCG  Subsidiaries
obligating RCG or any RCG  Subsidiary to grant,  issue or sell any shares of the
capital  stock  or  equity  or  beneficial  interest  of any  of RCG or the  RCG
Subsidiaries  by sale,  lease,  license  or  otherwise.  Except  as set forth on
Schedule 4.2(c), (i) there is no obligation,  contingent or otherwise, of any of
RCG or the RCG Subsidiaries to (A) repurchase,  redeem or otherwise  acquire any
share of the capital stock or other equity or beneficial interests of any of RCG
or the RCG Subsidiaries,  or (B) provide funds to, or make any investment in (in
the form of a loan, capital contribution or otherwise), or provide any guarantee
with respect to the  obligations  of any of RCG or the RCG  Subsidiaries  or any
other  Person;  (ii)  neither RCG nor any of the RCG  Subsidiaries,  directly or
indirectly,  owns, or has agreed to purchase or otherwise  acquire,  the capital
stock or other equity or beneficial  interests  of, or any interest  convertible
into or  exchangeable  or  exercisable  for such capital stock or such equity or
beneficial  interests of any corporation or other entity;  (iii) neither RCG nor
any RCG Subsidiary is a party to any  arrangement,  contract or other commitment
of any kind whatsoever (contingent or otherwise) pursuant to which any Person is
or may become  entitled to receive any payment from RCG or the RCG  Subsidiaries
based on the revenues or earnings, or calculated in accordance therewith, of RCG
or the RCG  Subsidiaries;  (iv) neither RCG nor any RCG Subsidiary is a party to
any  arrangement,  contract or other  commitment of any kind whatsoever by which
any of RCG or the RCG  Subsidiaries,  or any of their  respective  properties or
assets,  is bound with  respect  to the voting of any share of capital  stock or
other equity or beneficial  interest of any of RCG or the RCG Subsidiaries;  and
(v)  neither RCG nor any RCG  Subsidiary  is a party to and have not granted any
outstanding rights,  subscriptions,  warrants,  puts, calls,  preemptive rights,
options or other agreements, instruments or undertakings of any kind relating to
any  capital  stock  or  other  equity  security  of  any  of  RCG  or  the  RCG
Subsidiaries, nor have they issued any security convertible into or exchangeable
for any such capital stock or other equity or beneficial interest.

      Section  4.3.  Financial  Statements.  The  financial  statements  of  RCG
included in the RCG SEC Documents comply in all material respects with the rules
and  regulations of the SEC with respect to the rules and  regulations in effect
at the time of filing and have been prepared  from,  and are in accordance  with
the books and  records of RCG and the RCG  Subsidiaries,  have been  prepared in
accordance with GAAP applied on a consistent  basis during the periods  involved
(except  as may be  stated  in the notes  thereto  and  except  for  normal  and
recurring  year-end  adjustments  and the absence of footnote  disclosure),  and
fairly   present  the  financial   position  and  the  results  of   operations,
stockholders' equity and cash flows (and changes in financial position,  if any)
of RCG and the RCG  Subsidiaries as of the times and for the periods referred to
therein.  Schedule  4.3  contains  the  unaudited  balance  sheet  of  RCG as of
September  30,  2004,  and the  unaudited  related  statements  of income  (both
consolidated  and broken out by division),  shareholders'  equity and cash flows
for the portion of the RCG's fiscal year then ended (collectively,  the "INTERIM
FINANCIAL STATEMENTS").

      Section 4.4. Consents and Approvals. Except for Consents and approvals set
forth on Schedule 4.4, no consent, approval,  permit, waiver,  authorization of,
or notice or filing with, any Governmental Authority or other Person is required
to  be  made  or  obtained  in  connection  with  the  execution,  delivery  and
performance  by RCG or  SUB of  this  Agreement  or  the  other  agreements  and
instruments  to be executed by RCG or SUB hereunder or the  consummation  of the
transactions contemplated hereby or thereby.

      Section 4.5. SEC  Documents.  RCG has filed on a timely basis with the SEC
all documents required to be filed under the Securities Act of 1933 ("SECURITIES
ACT") and the  Securities  and Exchange Act of 1934  ("EXCHANGE  ACT") for the 2
years  preceding  the  date  hereof  (the  "RCG  SEC  DOCUMENTS").  As of  their
respective  dates, the RCG SEC Documents  complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as the case may be,
and none of the RCG SEC Documents  contained any untrue  statement of a material
fact or  omitted  to state a  material  fact  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.


                                       19
<PAGE>

      Section  4.6.  Internal  Accounting  Controls;   Disclosure  Controls  and
Procedures.  RCG and each of the RCG Subsidiaries  maintain a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principals  and to  maintain  asset  accountability,  (ii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization and (iv) the recorded  accountability  for assets is compared with
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect  to any  differences.  RCG  has  timely  filed  all  certifications  and
statements  required by (x)  Rule13a-14 or Rule 15d-14 under the 1934 Act or (y)
18 U.S.C.  Section 1350 (Section 906 of Sarbanes-Oxley)  with respect to any RCG
SEC documents. RCG maintains disclosure controls and procedures required by Rule
13a-15 or Rule 15d-15(e) under the 1934 Act; such controls and procedures are to
its Knowledge effective to ensure that material  information  concerning RCG and
the  RCG  Subsidiaries  is made  known  on a  timely  basis  to the  individuals
responsible  for the  preparation  of the RCG's  SEC  filings  and other  public
disclosure documents.  To the Knowledge of RCG, as of the date hereof, (x) there
exists no outstanding  SEC comments with respect to any of the RCG SEC documents
and (y)  there  are no SEC  inquiries  or  investigations,  other  inquiries  or
investigations by an Governmental Entity or internal  investigations  pending or
threatened, in each case regarding any accounting practices of RCG or any of its
Subsidiaries.

      Section  4.7.  Brokers and Finders.  Except as set forth on Schedule  4.7,
there are no broker,  finder or investment broker fees or commissions owed or to
be owed by RCG or SUB in connection with the  transactions  contemplated by this
Agreement  for  which  RCG or the SUB are or may be  responsible.  Except as set
forth on Schedule 4.7,  Neither RCG nor any of its  Subsidiaries has any ongoing
obligation  or  commitment  to utilize the  services of any  investment  bank or
underwriters after the Closing Date.

      Section 4.8. Proxy  Statement.  None of the information  regarding RCG and
SUB to be supplied by RCG and SUB for inclusion or incorporation by reference in
the  (i)  the  registration  statement  on Form  S-4  (as it may be  amended  or
supplemented from time to time, (the "REGISTRATION  STATEMENT")  relating to the
Common  Stock to be issued  in the  Merger  or (ii) the  proxy  statement  to be
distributed in connection with the stockholders' meetings of RCG as contemplated
hereby  (as it may be  amended  or  supplemented  from time to time (the  "PROXY
STATEMENT") and together with the prospectus to be included in the  Registration
Statement   (the  "PROXY   STATEMENT/PROSPECTUS")   will  in  the  case  of  the
Registration Statement,  at the time it becomes effective,  and at the Effective
Time,  and,  in the case of the Proxy  Statement,  at the time of its mailing to
stockholders of RCG and at the time of its  stockholders'  meeting,  contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary in order to make the  statements  therein not
misleading in light of the circumstances  when made. If at any time prior to the
Effective  Time any  event  with  respect  to RCG or SUB  shall  occur  which is
required to be described in the Proxy Statement or Registration Statement,  such
event shall be so described,  and an amendment or  supplement  shall be promptly
filed with the SEC and, as required by law,  disseminated to the stockholders of
RCG. The Proxy  Statement and the  Registration  Statement will (with respect to
RCG)  comply as to form in all  material  respects  with the  provisions  of the
Securities Act and the Exchange Act.

      Section 4.9. Compliance with Laws; Permits.

            (a)  Neither  RCG nor  the  RCG  Subsidiaries  has  violated  in any
material  respect  any  Orders  and  each of RCG and  the RCG  Subsidiaries  has
complied and is  presently  in  compliance  in all  material  respects  with all
applicable  Laws  that  are  material  to  the  conduct  of  RCG's  or  the  RCG
Subsidiaries'  respective businesses or ownership of their respective properties
or assets.

            (b) RCG and the RCG Subsidiaries and their respective employees have
all  licenses,  franchises,  permits  and  authorizations  of  any  Governmental
Authority as are material for the lawful  conduct of the business of RCG and the
RCG  Subsidiaries as presently  conducted  (collectively,  "PERMITS"),  and such
Permits are in full force and effect.


                                       20
<PAGE>

      Section  4.10.  Tax  Matters.  Except as set forth on Schedule  4.10(a)(i)
through Schedule 4.10(a)(x):

                  (i) Each of RCG and the RCG  Subsidiaries has (x) timely filed
(or there has been filed on its behalf) all Tax Returns  required to be filed by
it (taking  into  account  valid  extensions)  and all Tax  Returns are true and
correct,  (y) paid (or  there  has been  paid on its  behalf)  in full all Taxes
required to be paid by it, and (z) established (or there has been established on
its behalf) on the June 30, 2004 Balance Sheet contained in RCG's Form 10-K (the
"RCG Balance Sheet") reserves that are adequate for the payment of any Taxes not
yet due and payable. Since the date of the RCG Balance Sheet, none of RCG or any
of the RCG  Subsidiaries  has incurred any liability for Taxes other than in the
ordinary course of business, consistent with past practice;

                  (ii)  There are no Liens for Taxes  upon any  assets of RCG or
any of the RCG Subsidiaries, except Permitted Liens;

                  (iii) No deficiency for any Taxes has been proposed,  asserted
or  assessed  against  RCG or any of the RCG  Subsidiaries  that  has  not  been
resolved , reserved  for or paid in full.  No waiver,  extension  or  comparable
consent given by RCG or any of the RCG Subsidiaries regarding the application of
the  statute  of  limitations  with  respect  to  any  Taxes  or Tax  Return  is
outstanding, nor is any request for any such waiver or consent pending;

                  (iv) There are no  federal,  state,  local or foreign  audits,
actions,   suits,   proceedings,   investigations,   claims  or   administrative
proceedings  relating  to  Taxes  or any  Tax  Returns  of RCG or any of the RCG
Subsidiaries  now pending,  and none of RCG or any of the RCG  Subsidiaries  has
received  any  notice  of  any  proposed  audits,   investigations,   claims  or
administrative proceedings relating to Taxes or any Tax Returns;

                  (v) Each of RCG and the RCG Subsidiaries  have complied in all
material  respects with all applicable Laws relating to the payment,  collection
or  withholding  of any Tax,  and the  remittance  thereof,  including,  but not
limited to, Sections 1441, 1442, 1445 and 3402 of the Code;

                  (vi) None of RCG or any of the RCG  Subsidiaries  has received
any written  ruling from any Tax  authority.  No closing  agreement  pursuant to
Section 7121 of the Code (or any similar  provision  of state,  local or foreign
Law)  has  been  entered  into  by or  with  respect  to RCG  or any of the  RCG
Subsidiaries;

                  (vii)  None  of RCG or any of the  RCG  Subsidiaries  (A) is a
party to, is bound by or has any obligation under, any Tax Sharing Agreements or
(B) has any  potential  liability or  obligation to any Person as a result of or
pursuant to, any such Tax Sharing Agreements;

                  (viii) None of RCG or any of the RCG  Subsidiaries  has agreed
or is required to make any adjustments  under Section 481(a) of the Code (or any
similar  provision  of  state,  local or  foreign  Law) by reason of a change in
accounting  method or  otherwise  for any Tax  period  for which the  applicable
statute of limitations has not yet expired;

                  (ix) No jurisdiction  where RCG or any of the RCG Subsidiaries
does  not  file  a Tax  Return  has  made a  Claim  that  RCG or any of the  RCG
Subsidiaries is required to file a Tax Return for such  jurisdiction or that any
Taxes are due as a result of doing any business in such jurisdiction; and

                  (x)  Since  their  formation,  none  of RCG or any of the  RCG
Subsidiaries   have  been  a   "distributing   corporation"   or  a  "controlled
corporation"  in a distribution  intended to qualify under Section 355(a) of the
Code.


                                       21
<PAGE>

      Section 4.11. Affiliated Transactions.

            (a)  Except  as set  forth on  Schedule  4.11(a),  no (x)  executive
officer or director or any Affiliate of RCG or any RCG Subsidiaries:

                  (i) has or, since July 1, 2004, has had any material direct or
indirect  financial  interest in any competitor,  supplier or customer of RCG or
any RCG Subsidiaries (other than Permitted Investments);

                  (ii) owns, directly or indirectly, in whole or in part, or has
any  interest  in any  tangible  or  intangible  property  which  RCG or any RCG
Subsidiaries  uses in the conduct of its business or otherwise or, since July 1,
2004,  has  owned,  directly  or  indirectly,  in whole  or in part,  or had any
interest in any material  tangible or intangible  property  which RCG or any RCG
Subsidiaries uses or has used in the conduct of its business or otherwise;

                  (iii) has  outstanding  borrowings  of any  amount of money or
other  property  from RCG or any RCG  Subsidiaries  or has,  since July 1, 2004,
borrowed  any  material  amount of money or other  property  from RCG or any RCG
Subsidiaries; or

                  (iv) is  participating or engaging or has, since July 1, 2004,
participated or engaged in any business  substantially similar to the businesses
of RCG or any RCG Subsidiaries.

            (b)  Except as set forth on  Schedule  4.11(b),  (i) RCG and the RCG
Subsidiaries  have no liabilities,  debts or any other  obligation of any nature
whatsoever (whether absolute, accrued or contingent or otherwise and whether due
or to  become  due)  to any  executive  officer  or  director  of RCG or any RCG
Subsidiaries or Affiliate of any of the foregoing,  and (ii) since July 1, 2004,
RCG and  the RCG  Subsidiaries  have  had no  liabilities,  debts  or any  other
obligation of any nature whatsoever (whether absolute,  accrued or contingent or
otherwise and whether due or to become due) to any officer, director or employee
of RCG or any RCG Subsidiaries or Affiliate of any of the foregoing, other than,
with respect to (i) and (ii) above, in the case of any such executive officer or
director  of RCG or any RCG  Subsidiaries,  in  respect of  accrued  wages,  the
reimbursement  of expenses and the  extension of benefits to such Person made in
the ordinary course of business consistent with past practice.

      Section 4.12. Litigation.

            (a)  Except as set forth in the RCG SEC  documents,  or on  Schedule
4.12, (i) RCG or the RCG  Subsidiaries  have not received  notice of any pending
or, to RCG's Knowledge,  threatened Action and there is no Action pending, or to
RCG's  Knowledge,  threatened  in  each  case,  by or  against  RCG or  the  RCG
Subsidiaries  before  any  Governmental  Authority,  and (ii)  there is no Order
outstanding  against RCG or any RCG  Subsidiary,  except in each of case (i) and
(ii) such Action or Order that would not have a Material  Adverse Effect against
either RCG individually or RCG and its Subsidiaries taken as a whole.

            (b) That there is no Action pending,  to RCG's Knowledge  threatened
against  RCG or  any  RCG  Subsidiary  which  (i)  challenges  the  transactions
contemplated by hereby, (ii) would prevent or materially interfere with or delay
the consummation of the transactions contemplated hereby, or (iii) seeks damages
in connection with the transactions contemplated hereby.

      Section 4.13.  No Violation.  The execution and delivery by RCG and SUB of
this Agreement and the other  agreements  and  instruments to be executed by RCG
and SUB hereunder and the consummation of the transactions  contemplated  hereby
and  thereby  do not and will not (i)  conflict  with or result in any  material
breach of any provision of the respective  articles of  incorporation or by-laws
of RCG and SUB;  (ii)  violate,  or conflict  with, or result in a breach of any
provisions of or  constitute a default (or an event which,  with notice or lapse
of time or both,  would  constitute a default) under, or give rise to a right of
termination,  cancellation,  modification  or  acceleration  of the  performance
required by, any material note, bond, mortgage, indenture, deed of trust, lease,
license, permit, franchise, agreement,  commitment, contract or other instrument
or  obligation  by  which  RCG or SUB is  bound;  (iii)  constitute  a  material
violation of any Law, Order, judgment or decree to which RCG or SUB is bound; or
(iv)  result in the  creation  of any  material  Lien.,  other  than the case of
clauses (ii), (iii), (iv) and (v) any such violations,  defaults, rights, losses
or Liens  that,  individually,  or in the  aggregate,  could  not be  reasonable
expected to have a Material Adverse Effect on RCG or SUB.


                                       22
<PAGE>

      Section 4.14. Contracts.

            (a) Set forth on  Schedule  4.14(a) is a true,  correct  list of the
following types of Contracts to which RCG and the RCG Subsidiaries,  as the case
may be, is a party or by which it or its  parties are bound or pursuant to which
it obtains benefits or incurs obligations in the conduct of its businesses as of
the date hereof (the "RCG MATERIAL CONTRACTS").

                  (i) Contracts  between (x) RCG or any its Subsidiaries and (y)
any of its  executive  officers or directors  (or any  Affiliates  of any of the
foregoing);

                  (ii) Contracts  that provide for a payment,  or that the terms
and  conditions  that would  otherwise  govern the  relationship  of the parties
thereto  will  be  altered,  upon  a  change  of  control  of  RCG or any of its
Subsidiaries;

                  (iii) Contracts containing covenants which restrict RCG or its
Subsidiaries  from  engaging  in any  business  or in any  geographical  area or
containing any exclusivity  provision with respect to any business or geographic
area;

                  (iv)  Any  contracts  with any  aircraft  company,  hotel,  or
airline that provide for payments in excess of $75,000;

                  (v) Joint venture, partnership,  stockholder,  voting trust or
other Contracts  whereby RCG or the RCG Subsidiaries  have agreed with any other
Person (A) to enter into a joint business  arrangement for profit or (B) to vote
any shares of capital stock or other equity or beneficial interests in any other
Person in any particular manner;

                  (vi) Contracts  entered into since July 2004 providing for the
acquisition or disposition of assets having a value in excess of $75,000,  other
than such  acquisitions  or  dispositions  in the  ordinary  course of business,
consistent with past practice;

                  (vii) any Contracts (A) relating to indebtedness  for borrowed
money or other  financing  transactions or (B) restricting the ability of RCG or
any RCG  Subsidiaries to incur  indebtedness for borrowed money or make any loan
or advance or own, operate,  sell, transfer,  pledge or otherwise dispose of any
assets;

                  (viii) Contracts (A) providing for the payment of any bonus or
commission  based on sales or earnings or (B)  providing  for any bonus or other
payment based on the sale of RCG or any RCG  Subsidiaries or any portion thereof
or any other change of control of RCG or any RCG Subsidiaries;

                  (ix) Contracts with any Governmental Authority; and

                  (x) Contracts  that RCG has to register any of its  securities
with the Securities and Exchange Commission pursuant to the Securities Act other
than  pursuant to the terms of this  Agreement and whether such  securities  are
currently  issued or to be issued in the future and whether  registration is for
resales or otherwise.

            (b) RCG and the its  Subsidiaries  have made  available to Farequest
copies of all of the RCG Material Contracts.  Each of the RCG Material Contracts
is in full force and effect and is a valid and binding obligation of RCG and its
Subsidiaries,  enforceable  against RCG and its  Subsidiaries in accordance with
its terms,  except as  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium, or other similar
Laws now or hereafter in effect  relating to creditors'  rights  generally or by
general principles of equity (regardless of whether enforceability is considered
in a  proceeding  at law or in  equity).  To  RCG's  Knowledge,  each of the RCG
Material  Contracts  is a valid and  binding  obligation  of the  other  parties
thereto,  enforceable  against such other parties in accordance  with its terms,
except as  enforceability  thereof  may be  limited by  bankruptcy,  insolvency,
fraudulent conveyance, reorganization,  moratorium, or other similar Laws now or
hereafter  in effect  relating  to  creditors'  rights  generally  or by general
principles of equity  (regardless of whether  enforceability  is considered in a
proceeding at law or in equity).  Except as set forth on Schedule 4.14(b),  with
respect to the RCG Material Contracts,  no default or circumstances exist which,
with the giving of notice or the passage of time,  or both,  would  constitute a
material default by RCG or any of its  Subsidiaries  or, to RCG's Knowledge,  by
the other  party or parties  thereto.  None of the  parties to any RCG  Material
Contract has terminated such RCG Material Contract, and RCG and its Subsidiaries
have not given written  notice of  termination  of any RCG Material  Contract or
received  written notice of  termination of any such RCG Material  Contract from
any other party  thereto,  nor has RCG or any of its  Subsidiaries  received any
written  notice  of any such  party's  intention  to  discontinue  its  business
relationship  with RCG or any of its  Subsidiaries  or  written  notice  of such
party's  intention to reduce the volume of business it conducts  with RCG or any
of its Subsidiaries under any of the RCG Material Contracts.


                                       23
<PAGE>

      Section  4.15.  Undisclosed  Liabilities.  Except as set forth on Schedule
4.15, or except for Material  Contracts  listed, or contracts not required to be
listed on Schedule  4.14(a),  as of the date  hereof  neither RCG nor any of its
Subsidiaries  has any  liability or  obligation  of any kind,  whether  accrued,
common,  contingent,  absolute,  determined or indeterminable  which was not (i)
reflected  or  reserved  against in the  Audited  Financial  Statements  or (ii)
incurred in the ordinary  course of business  consistent  with the past practice
since July 1, 2004,  in each case,  in an amount less than $50,000  individually
and $100,000 in the aggregate.

      Section 4.16. State Takeover Laws. The Board of Directors of RCG has taken
all actions so that the restrictions contained in Section 203 of DGCL applicable
to a "business  combination"  (as defined in Section 203), and any other similar
legal  requirement,  will not apply to  Farequest  during the  pendency  of this
Agreement,  including the  execution,  delivery or performance of this Agreement
and the  consummation  of the  Merger  and the other  transactions  contemplated
hereby including the voting agreements.

      Section 4.17. No Material Adverse Change.

            (a) Except as set forth on Schedule 4.17(a), since July 1, 2004, the
businesses  of RCG and its  Subsidiaries  have been  conducted  in the  ordinary
course of business, consistent with past practice.

            (b)  Except as set forth in  Schedule  4.17(b),  since July 1, 2004,
there has not occurred any event,  change or development  which has had or could
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse Effect on RCG or its Subsidiaries.

                                   ARTICLE V

                                    COVENANTS

      Section  5.1.  Conduct  of  Business  of  Farequest  and  RCG.  Except  as
contemplated by this Agreement or as expressly agreed to in writing by the other
party or as set forth on Schedule  5.1,  during the period from the date of this
Agreement to the Effective Time, Farequest and RCG will conduct their operations
substantially as presently operated and only in the ordinary course of business,
in a normal manner  consistent  with past  practices  and will use  commercially
reasonable  efforts  to  preserve  intact  its  business  organization,  to keep
available   the  services  of  its  officers  and   employees  and  to  maintain
satisfactory  relationships with suppliers,  distributors,  customers and others
having  business  relationships  with it and will  take no  action  which  would
adversely affect its ability to consummate the transactions contemplated by this
Agreement. Without limiting the generality of the foregoing, except as otherwise
expressly  provided in this Agreement or on Schedule 5.1, prior to the Effective
Time, each party will not, without the prior written consent of the other party:

            (a) amend its Certificate of Incorporation or Bylaws;


                                       24
<PAGE>

            (b) authorize for issuance,  issue, sell, deliver, grant any options
or warrants  for,  or  otherwise  agree or commit to issue,  sell or deliver any
shares of its capital stock (except under the terms of any presently outstanding
options, warrants or other convertible securities) or any securities convertible
into shares of its capital stock,  other than in the case of RCG pursuant to and
in accordance  with the terms of its stock option plans and RCG warrants  issued
in the ordinary course of business consistent with past practice;

            (c)  recapitalize,  split,  combine or reclassify  any shares of its
capital  stock;  declare,  set aside or pay any dividend  (other than RCG to its
preferred  stockholders)  or  other  distribution  (whether  in  cash,  stock or
property  or any  combination  thereof)  in respect  of its  capital  stock;  or
purchase, redeem or otherwise acquire any shares of its own capital stock;

            (d) (i)  create,  incur,  assume,  maintain  or  permit to exist any
long-term  debt or any  short-term  debt for  borrowed  money  other  than under
existing lines of credit (which amounts  permitted or drawn thereunder shall not
be increased), relating to purchase money security interests or obligations as a
lessee under leases recorded as capital leases, each as incurred in the ordinary
course of business and in amounts  less than  $25,000;  (ii) assume,  guarantee,
endorse  or  otherwise   become  liable  or   responsible   (whether   directly,
contingently  or otherwise) for the  obligations  of any other Person;  or (iii)
make any loans,  advances or capital  contributions  to, or investments  in, any
other Person;

            (e) (i)  increase in any manner the rate of  compensation  of any of
its  directors,  officers  or  other  employees,  except  as  otherwise  may  be
contractually  required pursuant to existing Contracts;  or (ii) pay or agree to
pay any  bonus,  pension,  retirement  allowance,  severance  or other  employee
benefit except as required under currently  existing  employee  benefit plans or
existing employment Contracts of RCG;

            (f) sell or otherwise  dispose of, or encumber,  or agree to sell or
otherwise  dispose of or  encumber,  any  assets  other  than  inventory  in the
ordinary course of business;

            (g) enter into any other agreement,  commitment or contract,  except
agreements, commitments or Contracts for the purchase, sale or lease of goods or
services in the ordinary course of business consistent with past practice;

            (h)  authorize,  recommend,  propose or  announce  an  intention  to
authorize,  recommend or propose, or enter into any agreement in principle or an
agreement  with respect to, any (i) plan of  liquidation  or  dissolution,  (ii)
acquisition  of an amount of assets or  securities  in excess of $25,000,  (iii)
disposition  of assets or  securities  in amounts  greater  than $25,000 or (iv)
material change in its capitalization,  or enter into a material contract or any
amendment or modification of any material  contract or release or relinquish any
material contract right except as set forth on Schedule 5.1;

            (i) engage in any unusual or novel method of transacting business or
change any accounting procedure or practice or its financial structure; or

            (j)  authorize  or enter into any formal or  informal  agreement  or
otherwise  make any  commitment to do any of the foregoing or to take any action
which would make any of the  representations  or  warranties of Farequest or RCG
contained in this Agreement untrue or incorrect or prevent Farequest or RCG from
performing or cause  Farequest or RCG not to perform its covenants  hereunder in
any material  respect or result in any of the conditions to the Merger set forth
herein not being satisfied.

      Section 5.2. No Shelf Registration.  RCG shall not be required to amend or
maintain the  effectiveness  of the  Registration  Statement  for the purpose of
permitting  resale of the shares of RCG Common Stock received pursuant hereto by
the Persons who may be deemed to be "Affiliates" of Farequest.

      Section  5.3.  No  Solicitation.  Each  party  agrees  that,  prior to the
Effective  Time,  it shall  not,  and shall not  authorize  or permit any of its
directors,  officers,  employees,  agents or  representatives  to,  directly  or
indirectly,  solicit,  initiate,  facilitate  or encourage  (including by way of
furnishing or disclosing  information),  or take any other action to facilitate,
any inquiries or the making of any proposal that constitutes,  or may reasonably
be expected to lead to any  Transaction  Proposal (as defined  below),  or enter
into or  maintain  or  continue  discussions  or  negotiate  with any  Person in
furtherance of such inquiries or to obtain a Transaction Proposal or agree to or
endorse any  Transaction  Proposal or authorize  or permit any of its  officers,
directors or employees or any investment banker,  financial  advisor,  attorney,
accountant  or other  representative  retained  by it to take  any such  action.
"TRANSACTION  PROPOSAL"  shall  mean  any  of  the  following  (other  than  the
transactions  between  Farequest,  RCG and SUB  contemplated  by this Agreement)
involving  RCG or  Farequest:  (i) any merger,  consolidation,  share  exchange,
recapitalization,  business combination or other similar  transaction;  (ii) any
sale, lease, exchange,  mortgage,  pledge,  transfer or other disposition of any
material, in the case of Farequest, or more than twenty percent (20%) or more of
the assets of RCG, in a single transaction or series of transactions;  (iii) any
offer for, or the acquisition (or right to acquire) of "beneficial ownership" by
any Person,  or "group" (as such terms are defined  under  Section  13(d) of the
Securities Exchange Act of 1934), of any, in the case of Farequest, or more than
twenty percent (20%) or more of the outstanding  shares of capital stock of RCG,
; or (iv) any public announcement of a proposal,  plan or intention to do any of
the  foregoing  or any  agreement to engage in any of the  foregoing,  provided,
however,  in the case of RCG, a  Transaction  Proposal  shall not include  those
items set forth on Schedule 5.3.


                                       25
<PAGE>

      Section 5.4. Access to Information.

            (a)  From the  date of this  Agreement  until  the  Effective  Time,
Farequest will provide RCG and RCG will provide Farequest,  and their respective
lenders and authorized  representatives  (including  counsel,  environmental and
other  consultants,  accountants  and auditors)  full  reasonable  access during
normal  business  hours to all  facilities,  personnel and operations and to all
books and records of Farequest, RCG and SUB, will permit the other party to make
such  inspections  as it may  reasonably  require and will cause its officers to
furnish  the  other  party  with such  financial  and  operating  data and other
information  with respect to its business and  properties as the other party may
from time to time reasonably request.

            (b) RCG and Farequest will hold and will cause their representatives
to hold in  confidence,  all documents and  information  furnished in connection
with this Agreement, other than documents or information which (i) are available
to the public,  (ii) are or become known by RCG or Farequest from a source other
than  Farequest  or RCG,  as the  case  may be,  other  than  by a  breach  of a
confidentiality obligation owed to Farequest or RCG, respectively,  or (iii) are
required by law to be disclosed.

      Section 5.5. Registration Statement and Proxy Statement. RCG shall use all
commercially  reasonable  efforts to file with the SEC on or before December 31,
2004,  a  Proxy/Proxy  Statement/Prospectus  and RCG shall  file a  Registration
Statement in which a Proxy  Statement/Prospectus  are included.  Farequest shall
cooperate with RCG with regard to such filings.  RCG and Farequest shall use all
commercially  reasonable  efforts to have the  Registration  Statement  declared
effective by the SEC as promptly as  practicable.  RCG shall use its  reasonable
best  efforts  to  obtain,  prior  to the  effective  date  of the  Registration
Statement,  any and all necessary state  securities law or "Blue Sky" permits or
approvals in connection with the issuance of RCG Common Stock in the Merger.

      Section  5.6.  Stockholder  Meeting.  RCG  shall,  as soon  as  reasonably
practicable  following the date hereof,  establish a record date for, duly call,
give notice of,  convene and hold (and  reconvene  and hold if adjourned for any
reason) a meeting of its  stockholders  for the  purpose of the  approval of the
issuance  in excess of 20% of RCG's  Common  Stock in  compliance  with the AMEX
rules. RCG shall, through its Board of Directors,  recommend to its Stockholders
approval of such matters and will  coordinate  and cooperate with respect to the
timing of such meeting and shall use all commercially reasonable efforts to hold
such meetings as soon as practicable after the date hereof.

      Section 5.7. Reasonable  Efforts;  Other Actions.  Farequest,  RCG and SUB
each shall use all commercially reasonable efforts promptly to take, or cause to
be  taken,  all other  actions  and do,  or cause to be done,  all other  things
necessary,  proper or  appropriate  under  applicable Law to consummate and make
effective the transactions  contemplated by this Agreement,  including,  without
limitation,  (i) the  taking of any  actions  required  to  qualify  the  Merger
treatment as a tax-free  reorganization  and (ii) the obtaining of all necessary
Consents, approvals or waivers under their respective material Contracts.


                                       26
<PAGE>

      Section 5.8.  Public  Announcements.  Before  issuing any press release or
otherwise making any public  statement with respect to the Merger,  RCG, SUB and
Farequest  will consult with each other as to its form and  substance  and shall
not issue any such press release or make any such public statement prior to such
consultation, except as may be required by Law (it being agreed that the parties
hereto are  entitled  to  disclose  all  requisite  information  concerning  the
transaction in any filings required with the SEC).

      Section 5.9.  Notification of Certain  Matters.  Each of Farequest and RCG
shall  give  prompt  notice to the other  party of (i) any  written  notice of a
default or event  which,  with notice or lapse of time or both,  would  become a
default,  received by it subsequent  to the date of this  Agreement and prior to
the Effective  Time,  under any contract  material to the  financial  condition,
properties, businesses or results of operations of Farequest or RCG, as the case
may be,  to  which  it is a party  or is  subject,  (ii)  any  notice  or  other
communication from any third party alleging that the consent of such third party
is or may be required in connection with the  transactions  contemplated by this
Agreement,  (iii)  any  material  adverse  change  in the  financial  condition,
properties,  businesses or results of operations or the  occurrence of any event
which is reasonably likely to result in any such change from the date hereof, or
(iv) the  occurrence  or existence  of any event which would,  or could with the
passage of time or  otherwise,  make any  representation  or warranty  contained
herein untrue;  provided,  however, that the delivery of notice pursuant to this
Section  5.9  shall  not  limit  or  otherwise  affect  the  remedies  available
hereunder.  Each party shall use its commercially  reasonable efforts to prevent
or promptly remedy the same.

      Section 5.10.  Expenses.  RCG and SUB, on the one hand, and Farequest,  on
the other hand, shall bear their respective expenses incurred in connection with
the Merger,  including,  without  limitation,  the  preparation,  execution  and
performance  of  this  Agreement,   the  Proxy   Statement/Prospectus   and  the
transactions  contemplated  hereby,  including  all  fees  and  expenses  of its
representatives,  bankers,  counsel and  accountants,  provided,  however,  that
notwithstanding the foregoing, Farequest shall be entitled to a reimbursement of
legal fees and expenses of up to  $100,000.  Such fees shall be paid only in the
event of consummation of the Merger. Any remaining legal fees and expenses shall
be paid by the shareholders prior to closing.

      Section 5.11.  Affiliates.  Schedule 5.11 lists all Persons who, as of the
date hereof,  may be deemed to be  "Affiliates"  of Farequest . Farequest  shall
advise RCG in writing of any other  Persons who become  Affiliates  prior to the
Effective  Time.  Farequest  shall cause each Person who is so  identified as an
Affiliate to deliver to RCG,  prior to the Effective  Time, a written  agreement
substantially in the form of Exhibit 5.11 hereto.

      Section 5.12. Stock Exchange Listing.  RCG shall prepare and submit to the
AMEX a listing  application  covering the shares of RCG Common Stock issuable in
the Merger  (including the Contingent  Shares and any shares issued  pursuant to
the  Promissory  Note),  and shall use its  commercially  reasonable  efforts to
obtain,  prior to the Effective  Time,  approval for the listing of such shares,
subject to official notice of issuance.

      Section  5.13.  State  Antitakeover  Laws. If any "fair price" or "control
share acquisition" statute or other similar antitakeover regulation shall become
applicable to the transactions  contemplated hereby, RCG and Farequest and their
respective  Board of Directors shall use their  reasonable best efforts to grant
such  approvals  and to take such  other  actions as are  necessary  so that the
transactions  contemplated  hereby may be consummated as promptly as practicable
on the terms  contemplated  hereby and shall otherwise use their reasonable best
efforts to  eliminate  the  effects of any such  statute  or  regulation  on the
transactions contemplated hereby.

      Section 5.14.  Satisfaction  of  Conditions.  Farequest  agrees to use its
reasonable  commercial efforts to the extent matters are reasonably within their
control to cause each of the  conditions set forth in Article VII to RCG and SUB
proceeding  with the Closing to be satisfied on or before the Closing Date.  RCG
and SUB agree to use  their  respective  reasonably  commercial  efforts  to the
extent  matters  are  reasonably  within  their  control  to  cause  each of the
conditions set forth in Article VIII to Farequest proceeding with the Closing to
be satisfied on or before the Closing Date.

      Section 5.15.  Tax Matters.  Each of the parties hereto  acknowledges  and
agrees that the  transactions  contemplated  by this  Agreement  are intended to
qualify as a tax-free reorganization  described in Section 368 of the Code. Each
of the parties hereto agrees to report such transactions for federal,  state and
local income tax purposes and file its respective income tax returns in a manner
consistent with this Section 5.15.


                                       27
<PAGE>

                                   ARTICLE VI

             CONDITIONS TO THE OBLIGATIONS OF RCG, SUB AND FAREQUEST

      The  respective  obligations  of each party to effect the Merger  shall be
subject to the  fulfillment  at or prior to the Closing of each of the following
conditions,  any one or more of which may be waived in a writing  signed by each
of RCG, SUB and Farequest:

      Section 6.1. Stockholder Approval.  The requisite vote of the stockholders
of Farequest and RCG necessary to consummate the  transactions  contemplated  by
this Agreement shall have been obtained.

      Section 6.2. Consents and Approvals.  All necessary Consents and approvals
of any  United  States  or any other  Governmental  Authority  required  for the
consummation of the transactions  contemplated by this Agreement shall have been
obtained.

      Section 6.3. Listing.  RCG's Common Stock including the Shares issuable in
the Merger  (including  the  Contingent  Shares) shall have been  authorized for
listing on the AMEX.

      Section 6.4.  Legal  Action.  There shall be no pending  Action or inquiry
which challenges the validity or the legality of or seeks or could reasonably be
expected  to  prevent,  delay  or  impose  adverse  material  conditions  on the
consummation of the Merger.

      Section  6.5.   Injunction   Illegality.   No   preliminary  or  permanent
injunction,  or other Order decreed by any federal or state court which prevents
the  consummation  of this Agreement shall have been issued and remain in effect
(each party agrees to use its  reasonable  efforts to have any such  injunction,
Order or decree  lifted).  No  Governmental  Authority  shall have  enacted  any
statute, rule or regulation that would prevent consummation of this Agreement or
make the merger illegal.

      Section 6.6. Documents Completed. RCG and Farequest shall have agreed upon
final definitive copies of each additional  agreement  referenced herein and the
disclosure Schedules required to be provided under Article III and IV hereof.

                                  ARTICLE VII

                  CONDITIONS TO THE OBLIGATIONS OF RCG AND SUB

      The  obligation  of RCG and SUB to effect the Merger and to perform  under
this Agreement is subject to the fulfillment on or before to the Closing Date of
the following additional conditions,  any one or more of which may be waived, in
writing, by RCG and SUB:

      Section 7.1.  Representations  Accurate.  Each of the  representations and
warranties  of Farequest  contained in this  Agreement (i) which is qualified by
materiality  shall be true and correct in all  respects and (ii) which is not so
qualified,  shall be true and correct in all material respects,  in each case as
of the  date  of this  Agreement  and as of the  Closing  Date  as  though  such
representations  and warranties were made at and as of the Closing Date,  except
for such  representations  and  warranties  which speak as a specific date which
shall be true as of such date.

      Section 7.2.  Performance.  Farequest shall have complied, in all material
respects,  with all  agreements,  obligations  and  conditions  required by this
Agreement to be complied with by it on or prior to the Closing Date.

      Section 7.3. Officer's Certificate. RCG and SUB shall have received a duly
executed  certificate  signed by the Chairman of Farequest  certifying as to (i)
satisfaction  of the  conditions  set forth in  Sections  7.1 and 7.2;  (ii) the
accuracy and  completeness of the Farequest  Charter and Bylaws of Farequest and
the director and Stockholder  resolutions of Farequest approving this Agreement,
the Merger and the transactions  contemplated hereby; and (iii) the identity and
authority  of the officers and other  persons  executing  documents on behalf of
Farequest.


                                       28
<PAGE>

      Section 7.4. Good Standing. Farequest shall have received a certificate of
good standing, or its equivalent,  dated no more than ten (10) days prior to the
Closing Date, from the State of incorporation of Farequest.

      Section 7.5. Consents.  RCG and SUB shall have received copies of consents
set forth on Schedule  7.5  necessary  for  Farequest  to  execute,  deliver and
perform this Agreement and consummate the Merger.

      Section 7.6.  Dissenting Shares. On the Closing Date, the aggregate number
of  Farequest  Shares  with  respect to which the  holders  shall be  dissenting
Stockholders  entitled to relief under  Section 262 of the DGCL shall not exceed
five percent (5%) of all outstanding Farequest Shares.

      Section 7.7. Due  Diligence.  The results of RCG's due diligence  shall be
satisfactory  to it in its sole and absolute  discretion  and RCG shall promptly
notify  Farequest of any issues or questions  discovered as a result of such due
diligence. RCG shall have until thirty (30) days from the date of this Agreement
to exercise its rights to not proceed based upon this Section 7.7.

      Section 7.8.  Agreements with Affiliates.  RCG and SUB shall have received
from each Person who is an Affiliate  under Section 5.11 an executed copy of the
written  agreement  referred to in Section 5.11 and such agreements  shall be in
full force and effect and there shall be no breach,  or in  existence  any facts
which with passage of time or otherwise could constitute a breach, thereof.

      Section 7.9. Certificate of Merger.  Farequest shall have delivered to RCG
the Certificate of Merger as executed by duly authorized officers of Farequest.

      Section 7.10. Convertible Promissory Note. The convertible promissory note
in the  principal  amount of  $1,217,800  issued to CS Holdings,  Inc.  (the "CS
Note") shall be  restructured so that there will not be an acceleration or event
of default as a result of the  transactions  contemplated  by this  Agreement or
claims as a result of the transactions contemplated hereby. The CS Note shall be
subordinated to any secured lender for any future financing.

      Section 7.11.  Lidrock  Agreement.  The agreement titled 2004-2006 Lidrock
1-800 Cheap Tickets  Partnership shall be restructured on terms  satisfactory to
RCG or terminated.

      Section  7.12.  Related  Party  Transactions.  Except as  provided  in the
following  sentence,  any and all amounts due under the Affiliated  transactions
including  those set forth on Schedule 7.12 hereto shall have been paid prior to
Closing.  RCG shall receive from each  Affiliated  Party a statement  indicating
that no sums are due and owing at the Closing, other than for payments due under
the license  agreement with NPorta  incurred in the ordinary  course of business
within 30 days prior to Closing.

      Section  7.13.  Working  Capital at the Closing.  RCG shall have  received
evidence that the working  capital of Farequest  shall be sufficient to fund the
operations of Farequest for the earlier of (i) 60 days after the Closing or (ii)
March 31, 2005.

      Section 7.14.  Employment  Agreements.  Farequest  shall have entered into
employment  agreements with each of Susan Mesa, Alesia Stoechel,  Tom Spognolia,
and such other  employees as RCG deems  necessary,  each on terms  acceptable to
RCG.

      Section  7.15.  CS Note  Indemnity.  Seller  shall  have  entered  into an
agreement to indemnify  Farequest for losses from any action to foreclose on the
assets of  Farequest  by the holder of the CS Note until such time as  Farequest
and RCG shall have raised,  after the Closing, new equity financing of in excess
of $5.0 million.

      Section 7.16. General. All required action hereunder shall have been taken
by  Farequest  in  connection  with  the   consummation   of  the   transactions
contemplated hereby, and all certificates, opinions and other documents required
to  affect  the  Merger  and  the  transactions  contemplated  herein  shall  be
reasonably satisfactory in form and substance to RCG.


                                       29
<PAGE>

                                  ARTICLE VIII

                   CONDITIONS TO THE OBLIGATIONS OF FAREQUEST

      The  obligations  of Farequest  to effect the Merger and to perform  under
this  Agreement is subject to the  fulfillment  on or before the Closing Date of
the following additional conditions,  any one or more of which may be waived, in
writing, by Farequest:

      Section 8.1.  Representations  Accurate.  Each of the  representations and
warranties  of RCG  contained  in this  Agreement  (i)  which  is  qualified  by
materiality  shall be true and correct in all  respects and (ii) which is not so
qualified,  shall be true and correct in all material respects,  in each case as
of the  date  of this  Agreement  and as of the  Closing  Date  as  though  such
representations  and warranties were made at and as of the Closing Date,  except
for such  warranties  which speak as any specific date which shall be true as of
such date.

      Section 8.2. Performance. RCG and SUB shall have complied, in all material
respects,  with all  agreements,  obligations  and  conditions  required by this
Agreement to be complied with by them on or prior to the Closing Date.

      Section  8.3.  Compliance  Certificate.  Farequest  shall have  received a
certificate  signed  by the  President  or  Chairman  of  each  of RCG  and  SUB
certifying as to (i)  satisfaction  of the  conditions set forth in Sections 8.1
and 8.2; (ii) the accuracy and completeness of the Charter and Bylaws of RCG and
Sub and, as applicable,  the director and Stockholder resolutions of RCG and SUB
approving this Agreement,  the Merger and the transactions  contemplated hereby;
and (iii) the identity and authority of the officers and other persons executing
documents on behalf of RCG and SUB.

      Section 8.4. Good Standing. Farequest shall have received a certificate of
good standing, or its equivalent, from the state of incorporation of RCG.

      Section 8.5. Consents. Farequest shall have received copies of consents of
all third parties necessary for RCG and Sub to execute, deliver and perform this
Agreement and consummate the Merger.

      Section 8.6.  Certificate of Merger. SUB shall have delivered to Farequest
the Certificate of Merger, executed by duly authorized officers of SUB.

      Section 8.7. Due Diligence. The results of Farequest's due diligence shall
be  satisfactory  to it in its sole and absolute  discretion and Farequest shall
promptly  notify RCG of any issues or questions  discovered  as a result of such
due  diligence.  Farequest  shall  have  thirty  (30) days from the date of this
Agreement to exercise its rights not to proceed based upon this Section 8.7.

                                   ARTICLE IX

                            SURVIVAL; INDEMNIFICATION

      Section 9.1. Survival of  Representations,  Warranties and Covenants.  The
representations,  and  warranties  in  this  Agreement  shall  not  survive  the
Effective Time, provided,  however,  that the representations and warranties set
forth in Sections 3.2, 3.3, 3.5, 3.6,  3.7,  3.11,  3.13,  4.2, 4.3, 4.5,  4.10,
4.12, and 4.15 shall survive the period of one year after the Effective Time and
only the covenants  that by their terms survive the  Effective  Time  (including
Section  5.10) and this Article IX and Article XII shall  survive the  Effective
Time.   Notwithstanding   anything  to  the  contrary   contained  herein,   all
representations  and  warranties  which  extend  beyond  the  Closing  shall not
terminate  with  respect to any claim,  whether or not fixed as to  liability or
liquidated as to amount, with respect to which such party has been given a claim
notice  prior to the date on which  such  representation  or  warranty  expires.
Notwithstanding  anything  to the  contrary  contained  in  this  Agreement,  no
investigation by a party shall affect the representations, warranties, covenants
and agreements of the other parties under this Agreement or in any  certificate,
schedule,  listing,  exhibit,  agreement,  document or other  writing  delivered
pursuant  hereto  in  connection  with  the  transactions   contemplated  hereby
furnished  or to be  furnished  to the other  parties and such  representations,
warranties,  covenants and agreements  shall not be affected or deemed waived by
reason the fact that the other  party or parties  knew or should have known that
any of the same is or might be inaccurate in any respect.


                                       30
<PAGE>

      Section 9.2.  Indemnification  by the  Farequest  Stockholders.  After the
Effective  Time, the  stockholders  of Farequest  shall,  jointly and severally,
indemnify,  defend,  protect and hold harmless RCG and its officers,  directors,
divisions,  subdivisions,  Affiliates  (including,  the Surviving  Corporation),
stockholders,  agents, employees, successors and assigns (collectively, the "RCG
INDEMNIFIED  PARTIES") from and against all Losses (as defined below) that arise
as a result of or incident to: (a) any breach of,  misrepresentation in, untruth
in or inaccuracy in the  representations  and  warranties by Farequest or Seller
set forth in this Agreement or in any exhibit or in any other document delivered
pursuant to this  Agreement;  or (b) any claim by any third party that, if true,
would mean that a condition for  indemnification  set forth in subsection (a) of
this Section 9.2 had been  satisfied.  Notwithstanding  the foregoing,  however,
such  indemnification  obligations  shall in all events be limited solely to the
extent of shares of RCG  Common  Stock as set forth in Section  9.7  below.  For
purposes of this  Article  IX,  "LOSSES"  means  liabilities,  claims,  damages,
actions,  demands,  assessments,   adjustments,  penalties,  losses,  costs  and
expenses  whatsoever  (including  court costs,  reasonable  attorneys'  fees and
expenses of  investigation),  whether equitable or legal,  matured or continued,
known or unknown, foreseen or unforeseen,  ordinary or extraordinary,  patent or
latent.

      Section 9.3.  Indemnification  by RCG. After the Effective Time, RCG shall
indemnify,  defend,  protect and hold  harmless  the  stockholders  of Farequest
(collectively, the "FAREQUEST INDEMNIFIED PARTIES"), from and against all Losses
that arise as a result of or incident to: (a) any breach of,  misrepresentation,
untruth in or inaccuracy,  the representations and warranties of RCG and SUB set
forth in this Agreement;  or (b) any claim by a third party that is true,  would
mean that a condition for  indemnification  set forth in Subsection  (a) of this
Section 9.3 had been satisfied.  Notwithstanding  the foregoing,  however,  such
indemnification  obligations  shall in all  events be  limited  to shares of RCG
Common Stock as set forth in Section 9.7 below.

      Section 9.4. Indemnification  Procedure.  Upon the occurrence of any claim
for which indemnification is believed to be due under this Agreement, other than
any claim discussed in Section 9.5 below, the party seeking indemnification (the
"INDEMNIFIED  PARTY") shall provide  notice of such claim (a "CLAIM  NOTICE") to
the party from whom  indemnification is sought (the "INDEMNIFYING  PARTY").  The
Claim Notice shall state in general terms the  circumstances  giving rise to the
claim,  specify  the amount of the claim (or an  estimate  thereof),  and make a
request for any payment then  believed  due. A Claim Notice shall be  conclusive
against the  Indemnifying  Party in all  respects  20 days after  receipt by the
Indemnifying Party unless,  within such period, the Indemnifying Party sends the
Indemnified  Party a notice  disputing  the  propriety or amount of the claim (a
"DISPUTE  NOTICE").  Any  Dispute  Notice  shall  describe  the  basis  for such
objection  and the  amount of the claim  that the  Indemnifying  Party  does not
believe  should be  subject to  indemnification.  Upon  receipt  of any  Dispute
Notice,  the Indemnified  Party and the Indemnifying  Party shall use reasonable
efforts  to  cooperate  and arrive at a mutually  acceptable  resolution  of the
dispute  within the next 30 days. If a resolution  is not reached  within the 30
day  period,  either  party  may  submit  the  dispute  to a court  with  proper
jurisdiction.

      Section 9.5. Indemnification Procedure with Respect to Third Party Claims.

            (a) If any third party shall notify an Indemnified Party pursuant to
this  Agreement with respect to any matter (a "THIRD PARTY CLAIM") that may give
rise to a claim for  indemnification  against any Indemnifying  Party,  then the
Indemnified  Party shall  promptly  notify each  Indemnifying  Party  thereof in
writing;  provided,  however, that no delay on the part of the Indemnified Party
in notifying any Indemnifying  Party shall relieve the  Indemnifying  Party from
any obligation under this Agreement unless,  and then solely to the extent that,
the Indemnifying Party is thereby prejudiced.

            (b) The  Indemnifying  Party  will  have  the  right to  defend  the
Indemnified  Party  against a Third  Party  Claim  with  counsel  of its  choice
satisfactory to the  Indemnified  Party so long as: (i) the  Indemnifying  Party
notifies the  Indemnified  Party in writing  within a reasonable  time after the
Indemnified   Party  has  given  notice  of  the  Third  Party  Claim  that  the
Indemnifying  Party will indemnify the Indemnified  Party; (ii) the Indemnifying
Party provides the Indemnified Party with evidence acceptable to the Indemnified
Party that the  Indemnifying  Party will have the financial  resources to defend
against the Third Party Claim and fulfill its indemnification  obligations under
this Agreement;  (iii) the Third Party Claim involves only monetary  damages and
does not seek an injunction or equitable  relief or involve the  possibility  of
criminal  penalties;  (iv) settlement of or adverse judgment with respect to the
Third Party Claim is not, in the good faith judgment of the  Indemnified  Party,
likely to establish a precedential  custom or practice adverse to the continuing
business  interests of the Indemnified  Party,  and (v) the  Indemnifying  Party
conducts the defense of the Third Party Claim actively and diligently.


                                       31
<PAGE>

            (c) So long as the  Indemnifying  Party is conducting the defense of
the Third Party Claim in accordance  with Section  9.5(b),  (i) the  Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in the defense of the Third Party Claim,  (ii) the Indemnified Party
will not consent to the entry of any judgment or enter into any settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnifying  Party  (which will not be  unreasonably  withheld),  and (iii) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (which will not be unreasonably withheld).

            (d) If or to the  extent  that any of the  conditions  set  forth in
Section 9.5(b) is or becomes  unsatisfied:  (i) the Indemnified Party may defend
against,  and consent to the entry of any judgment or enter into any  settlement
with respect to, the Third Party Claim and any matter it may deem appropriate in
its sole discretion and the  Indemnified  Party need not consult with, or obtain
any consent from, any Indemnifying Party in connection  therewith (but will keep
the  Indemnifying   Party  reasonably   informed   regarding  the  progress  and
anticipated  cost  thereof);  (ii) the  Indemnifying  Party will  reimburse  the
Indemnified Party promptly and periodically for the reasonable cost of defending
against the Third Party Claim  (including  attorneys' fees and expenses);  (iii)
unless the indemnified  party elects to assume the defense due to clause (iv) of
Section 9.5(b),  the Indemnifying  Party will remain  responsible for any Losses
the  Indemnified  Party may suffer  that arise as a result of or incident to the
Third Party Claim to the fullest extent provided in this Section 9; and (iv) the
Indemnifying   Party  shall  be  deemed  to  have  waived  any  claim  that  its
indemnification  obligations  should be  reduced  because of the manner in which
counsel for the Indemnified Party handled the Third Party Claim.

      Section 9.6.  Threshold  Funds.  The Farequest  Escrow Shares shall be the
only  source  available  to  satisfy  the  indemnification  claims  of  the  RCG
Indemnified  Parties pursuant to this Article IX. Issuance by RCG of a number of
shares of RCG Common Stock equal to the number of the  Farequest  Escrow  Shares
shall be the only  source  available  to satisfy  indemnification  claims of the
Farequest Indemnified Parties pursuant to Article IX.

      Section  9.7.  Basket  and  Limitation.  Notwithstanding  anything  to the
contrary  in the  foregoing  provisions  of this  Article  9, no party  shall be
required to  indemnify  another  party until the  aggregate of the Losses of the
party seeking  indemnification reaches $150,000, at which point (i) RCG shall be
liable for all such  Losses of the  Farequest  Indemnified  Parties in excess of
$150,000  up to a  maximum  liability  of the  Shares,  and (ii)  the  Farequest
stockholders shall be liable for all such Losses of the RCG Indemnified  Parties
in excess of  $150,000 up to a maximum  liability  of the Escrow  Shares,  which
shares  shall be held in escrow.  For  purposes  of this  Section  9.7,  "Escrow
Shares"  as to RCG and  Farequest  shall be such  number of shares of RCG Common
Stock as shall  equal 10% of the  number of  shares  of RCG  Common  Stock to be
received by the Farequest  stockholders at Closing. For purposes of this Article
9, the  shares of RCG  Common  Stock  shall be valued at the  average of closing
price  of  RCG's  common  stock  for the ten  (10)  trading  days  prior  to the
distribution  of the shares from the escrow or  issuance by RCG with  respect to
the Loss. Notwithstanding the foregoing, the Stockholder's  Representative shall
be able to  satisfy  any  Losses by a cash  payment to RCG (and in such event an
equivalent  value of Escrow  Shares shall be released  from the Escrow under the
Escrow  Agreement),  only in the event that (i) the fair  market  value of RCG's
Common  Stock is less than  $2.00 per share at the time of  payment of such Loss
and (ii) the  Stockholder's  Representative  agrees  to  indemnify  and hold RCG
harmless from any claims  including those of Farequest  stockholders as a result
of the Stockholder's Representative ability to make such payments.

      Section 9.8. Other Indemnification Provisions. Except in the case of fraud
or as  provided  in  Article  XI  following  the  Effective  Time,  the right to
indemnification  set  forth  in this  Article  IX  (subject  to all  limitations
provided  herein) shall be the sole and exclusive  remedy of the parties and all
parties entitled to indemnification  under or by reason of this Agreement or any
representation,  warranty,  covenant or agreement set forth in this Agreement or
any other agreement  contemplated  hereby, other than the covenants contained in
Article II, Section 5.10, Section 12.15, and Section 12.16 hereof.


                                       32
<PAGE>

                                   ARTICLE X

                                     CLOSING

      Section 10.1.  Time and Place.  Subject to the  provisions of Articles VI,
VII, VIII, IX and XI, the closing of the Merger (the "CLOSING") shall take place
at the  offices of RCG, as soon as  practicable,  but in no event later than the
second  Business Day after the date on which each of the conditions set forth in
Articles VI, VII and VIII (other than those  conditions that by their nature are
to be  satisfied  at the  Closing  but  subject  to such  conditions)  have been
satisfied or waived, in writing, by the party or parties entitled to the benefit
of such conditions; or at such other place, at such other time, or on such other
date as RCG, SUB and Farequest may mutually agree. The date on which the Closing
actually  occurs is herein  referred to as the "CLOSING DATE." The Closing shall
be deemed to be effective  concurrently with the Effective Time. All proceedings
to be taken and all  documents to be executed at the Closing  shall be deemed to
have been taken, delivered, executed and filed simultaneously and simultaneously
with the  Effective  Time,  no  proceeding  shall be taken or  documents  deemed
executed or delivered until all have been taken, delivered, executed and filed.

      Section  10.2.  Filings  at the  Closing.  Subject  to the  provisions  of
Articles VI, VII, VIII and XI hereof,  Farequest,  RCG and SUB shall cause to be
executed and filed at the Closing the  Certificate of Merger and shall cause the
Certificate  of  Merger  to  be  recorded  in  accordance  with  the  applicable
provisions  of the DGCL and shall take any and all other  lawful  actions and do
any and all  other  lawful  things  necessary  to cause  the  Merger  to  become
effective.

                                   ARTICLE XI

                           TERMINATION AND ABANDONMENT

      Section 11.1.  Termination.  This  Agreement may be terminated at any time
prior  to  the  Effective  Time,   whether  before  or  after  approval  by  the
stockholders of Farequest and RCG:

            (a) by mutual consent of RCG and Farequest;

            (b)  by  either  RCG  or  Farequest,   if  any  court  of  competent
jurisdiction  in the  United  States or other  governmental  body in the  United
States  shall have issued an Order (other than a temporary  restraining  order),
decree or ruling or taken any other Action  restraining,  enjoining or otherwise
prohibiting  the Merger,  and such Order,  decree,  ruling or other Action shall
have become final and nonappealable;

            (c) by RCG or Farequest,  if a meeting of RCG  stockholders has been
duly convened to approve the transactions contemplated by this Agreement and, if
the requisite stockholder approval of the stockholders of RCG is not obtained at
such meeting of stockholders duly called and held therefore;

            (d) by either RCG or  Farequest  if the  Merger  shall not have been
consummated by March 31, 2005,  provided that a party in material breach of this
Agreement may not terminate this Agreement; or

            (e) at any time after January 1, 2005, by either RCG or Farequest if
the  conditions in Sections  8.7, 7.7, or 6.6 hereof have not been  satisfied or
waived in writing.

      Section 11.2. Termination by RCG. This Agreement may be terminated and the
Merger may be  abandoned,  at any time prior to the  Effective  Time,  before or
after the approval of the  stockholders  of RCG, by RCG if (a)  Farequest  shall
have  failed to comply in any  material  respect  with any of the  covenants  or
agreements  contained  in Articles I, II and V of this  Agreement to be complied
with by  Farequest at or prior to such date of  termination,  (b) there exists a
breach  of any  representation  or  warranty  of  Farequest  contained  in  this
Agreement such that the closing conditions set forth in Article VII could not be
satisfied,  provided,  however,  that with respect to either (a) or (b), if such
failure or breach is capable of being cured prior to the  Effective  Time,  such
failure or breach  shall not have been cured within ten (10) days of delivery to
Farequest  of  written  notice  of such  failure  or  breach,  (c) the  Board of
Directors of Farequest shall have failed to recommend,  or shall have withdrawn,
modified  or changed its  recommendation  of this  Agreement  or the Merger in a
manner   adverse  to  RCG  or  shall  have   recommended  or  issued  a  neutral
recommendation with respect to any proposal in respect of a Transaction Proposal
(as defined in Section 5.3 above) with a Person other than RCG or any  Affiliate
of  RCG  (or  the  Farequest  Board  of  Directors  resolves  to do  any  of the
foregoing), or (d) the Board of Directors of Farequest shall furnish or disclose
nonpublic  information  or negotiate,  explore or  communicate in any way with a
third party with respect to any Transaction  Proposal, or shall have resolved to
do any of the foregoing and publicly disclosed such resolution.


                                       33
<PAGE>

      Section 11.3.  Termination by Farequest.  This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time,  before
or after the approval by the stockholders of RCG or Farequest,  by Farequest, if
(a) RCG or SUB shall have failed to comply in any  material  respect with any of
the covenants or agreements  contained in Articles I, II and V of this Agreement
to be complied with by RCG or SUB at or prior to such date of  termination,  (b)
there exists a material breach of any  representation  or warranty of RCG or SUB
contained  in this  Agreement  such  that the  closing  conditions  set forth in
Article VIII would not be satisfied,  provided,  however,  that, with respect to
either (a) or (b), if such  failure or breach is capable of being cured prior to
the Effective  Time, such failure or breach shall not have been cured within ten
(10) days of delivery to RCG or SUB of written notice of such failure or breach.

      Section 11.4.  Procedure for Termination.  In the event of termination and
abandonment  of the Merger by RCG or  Farequest  pursuant  to this  Article  XI,
written notice thereof shall forthwith be given to the other.

      Section  11.5.  Effect of  Termination  and  Abandonment.  In the event of
termination  of this Agreement and  abandonment  of the Merger  pursuant to this
Article XI, no party hereto (or any of its directors or officers) shall have any
liability or further obligation to any other party to this Agreement,  except as
provided in this Section 11.5 and in Sections 5.10 and 5.4(b) hereof.

                                  ARTICLE XII

                                  MISCELLANEOUS

      Section  12.1.  Notices.  All  notices  shall be in writing  delivered  as
follows:

         If to RCG or SUB, to:

                  RCG Companies Incorporated
                  6836 Morrison Boulevard, Suite 200
                  Charlotte, NC 28211
                  Attention: Melinda Morris Zanoni

                  With a copy to:

                  Adorno & Yoss, P.A.
                  350 East Las Olas Boulevard, Suite 1700
                  Fort Lauderdale, FL 33301
                  Attention: Joel D. Mayersohn, Esq.


                                       34
<PAGE>

         If to Farequest, to:

                  Farequest Holdings, Inc.
                  c/o JC Nationwide, Inc.
                  1150 Hammond Drive, Suite A-1200
                  Atlanta, GA 30328
                  Attention: Marc Bercoon

                  With a copy to:

                  Katten Muchin Zavis Roseman
                  525 West Monroe Street
                  Suite 1900
                  Chicago, IL 60661
                  Attention: Saul E. Rudo, Esq. and Matthew S. Brown, Esq.

or to such other address as may have been  designated in a prior notice pursuant
to this Section.  Notices shall be deemed to be effectively served and delivered
(a) when delivered personally;  (b) when given by facsimile against confirmation
(with a copy  mailed  by  first-class  U.S.  mail);  (c) one  (1)  Business  Day
following deposit with a recognized  national air courier service;  or (d) three
(3) Business  Days after being  deposited in the United  States mail in a sealed
envelope, postage prepaid, return receipt requested, to the appropriate party.

      Section 12.2. Binding Effect.  Except as may be otherwise provided herein,
this  Agreement  will be binding  upon and inure to the  benefit of the  parties
hereto and their respective  successors and permitted assigns,  but neither this
Agreement nor any of the rights or  obligations  hereunder  shall be assigned by
any of the  parties  hereto  without  the  prior  written  consent  of the other
parties. Except as otherwise specifically provided in this Agreement, nothing in
this  Agreement  is intended or will be  construed to confer on any Person other
than the parties hereto any rights or benefits hereunder.

      Section 12.3. Headings. The headings in this Agreement are intended solely
for convenience of reference and will be given no effect in the  construction or
interpretation of this Agreement.

      Section 12.4. Exhibits and Schedules.  The exhibits and schedules referred
to in this Agreement will be deemed to be a part of this Agreement.

      Section  12.5.  Counterparts.  This  Agreement may be executed in multiple
counterparts,  each of  which  will be  deemed  an  original,  and all of  which
together will constitute one and the same document.

      Section 12.6.  Governing  Law. This Agreement will be governed by the laws
of the State of Delaware without regard to conflict of laws principles thereof.

      Section 12.7.  Waivers.  Compliance  with the provisions of this Agreement
may be  waived  only by a  written  instrument  specifically  referring  to this
Agreement and signed by the party waiving compliance.  No course of dealing, nor
any failure or delay in exercising any right, will be construed as a waiver, and
no single or  partial  exercise  of a right will  preclude  any other or further
exercise of that or any other right.

      Section 12.8. Pronouns. The use of a particular pronoun herein will not be
restrictive  as to gender or number but will be  interpreted in all cases as the
context may require.

      Section 12.9.  Time  Periods.  Any action  required  hereunder to be taken
within a certain  number of days will be taken  within  that  number of calendar
days unless  otherwise  provided;  provided,  however,  that if the last day for
taking such action falls on a weekend or a holiday, the period during which such
action may be taken will be automatically extended to the next Business Day.


                                       35
<PAGE>

      Section 12.10. Modification.  No supplement,  modification or amendment of
this  Agreement  will be binding  unless  made in a written  instrument  that is
signed  by all of the  parties  hereto  and  that  specifically  refers  to this
Agreement.

      Section  12.11.  Entire  Agreement.  This Agreement and the agreements and
documents referred to in this Agreement or delivered hereunder are the exclusive
statement  of the  agreement  among the parties  concerning  the subject  matter
hereof. All negotiations  among the parties are merged into this Agreement,  and
there  are  no  representations,   warranties,  covenants,   understandings,  or
agreements,  oral or otherwise, in relation thereto among the parties other than
those incorporated herein and to be delivered hereunder.

      Section 12.12. Severability.  If any one or more of the provisions of this
Agreement shall be held to be invalid,  illegal or unenforceable,  the validity,
legality or enforceability  of the remaining  provisions of this Agreement shall
not be affected  thereby.  To the extent permitted by applicable law, each party
waives any  provision  of law which  renders  any  provision  of this  Agreement
invalid, illegal or unenforceable in any respect.

      Section  12.13.   Investigation.   The  respective   representations   and
warranties of RCG, SUB and Farequest  contained  herein or in any certificate or
other documents  delivered prior to or at the Closing shall not be deemed waived
or otherwise affected by any investigation made by any party hereto.

      Section 12.14. Appointment and Duties of Stockholders' Representative.

            (a) Farequest  hereby  irrevocably  appoints William A. Goldstein to
act as  "STOCKHOLDERS'  REPRESENTATIVE"  on behalf of all of the stockholders of
Farequest  under  this  Agreement  and all other  agreements,  certificates  and
documents  contemplated by this Agreement.  Farequest  covenants that it has the
authority  to  appoint  such  Stockholders'  Representative  on  behalf  of  the
Farequest  stockholders.  To give and  receive  notices and  communications,  to
authorize  delivery  to RCG  Indemnified  Parties  of the  Escrowed  Shares  and
satisfaction  of  claims  by any RCG  Indemnified  Parties,  to  object  to such
deliveries,  to agree to, negotiate,  enter into settlements and compromises of,
initiate and defend actions and comply with Orders of the courts with respect to
such claims,  and to take all necessary and  appropriate  in the judgment of the
Stockholders Representative for the accomplishment of the foregoing,  subject to
the terms and conditions of this Section  12.14.  Farequest  hereby  irrevocably
authorizes  Stockholders'  Representative  to take such actions on behalf of the
Farequest  stockholders  and  to  exercise  such  powers  as are  designated  to
Stockholders'  Representative  by the terms and  provisions  of this  Agreement,
together  with such actions as are  reasonably  incidental  thereto.  William A.
Goldstein has accepted such appointment as Stockholders' Representative.

            (b) RCG and  Farequest  shall be entitled to rely upon  instructions
from  Stockholders'  Representative,  and shall be  entitled  to give any notice
required to be given to the  Stockholders  of Farequest under this Agreement and
all other agreements,  certificates and documents contemplated by this Agreement
solely to Stockholders' Representative.  Neither RCG, SUB nor Farequest shall be
liable for any acts or omissions of Stockholders'  Representative  in connection
with the performance by Stockholders'  Representative  of his obligations  under
this  Agreement.  By approval of this Agreement,  each  stockholder of Farequest
hereby  irrevocably  appoints  Stockholders'  Representative  as his, her or its
agent for purposes of the first  sentence of Section  12.14(a),  for purposes of
acting on behalf of the  Stockholders  of Farequest,  and for all other purposes
contemplated by this Section 12.14

            (c) If Stockholders'  Representative resigns from such position, the
resulting  vacancy  shall be filled by Marc  Bercoon  and,  in such case,  if he
resigns or declines to accept such  appointment  to the resulting  vacancy,  the
position will  immediately be filled by approval of the beneficial  holders of a
majority of the Farequest shares of common stock outstanding  immediately before
the Effective Time.

      No bond shall be required of Stockholders'  Representative.  Stockholders'
Representative  shall  not be liable  to the  Stockholders  for any act taken or
omitted under this  Agreement as  Stockholders'  Representative  while acting in
good faith and in accordance with this Agreement.


                                       36
<PAGE>

      Section  12.15.  Nomination  of  Directors.  For the next three (3) annual
meetings after the Effective Time, RCG's board of directors shall nominate,  and
recommend for election by the stockholders, William A. Goldstein, as Chairman of
the Board of  Directors,  and provided Mr.  Goldstein  shall  continue to own at
least ten percent (10%) of the  outstanding  Common Stock of RCG, RCG's Board of
Directors  shall also nominate and  recommend for election by the  stockholders,
two (2) additional  directors  named by Mr.  Goldstein who shall be "independent
directors"  and  reasonably  acceptable to the then existing board of directors.
Mr.  Goldstein  agrees to vote Mr.  Goldstein's  shares of RCG Common  Stock (i)
during such three (3) year  period,  for  Michael  Pruitt as a member of the RCG
board of directors, provided Mr. Pruitt holds 750,000 shares of RCG common stock
at the  time  of the  applicable  vote,  and  (ii)  for the  remaining  nominees
nominated  by the RCG board for a one-year  term  beginning  with the  Effective
Time.

      Section 12.16.  Broker Fee.  Seller shall pay in cash one half of the fees
referenced  in Schedule  3.16 on or prior to  Closing,  and RCG shall at Closing
issue 315,000  shares of RCG Common Stock to the Person as described on Schedule
3.16;  provided for each $1.00 less than  $315,000  paid by  Farequest  for such
fees, RCG shall pay one less share.

                                  ARTICLE XIII

                                   DEFINITIONS

      Section 13.1. The following terms,  when used in this Agreement,  have the
meaning as set forth below:

      "ACTION"  shall  mean  any  claim,  action,  suit,  inquiry,  judicial  or
administrative   proceeding,  or  arbitration  by  or  before  any  Governmental
Authority.

      "AFFILIATE"  shall  mean with  respect  to any  Person,  any other  Person
controlling,  controlled  by or under  common  control  with such  Person,  with
"control" for such purpose  meaning the possession,  directly or indirectly,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through ownership of voting securities or voting interests,
by contract or otherwise.

      "BUSINESS  DAY" shall mean any day other than a Saturday,  Sunday or a day
on which banking institutions in Atlanta,  Georgia are required or authorized to
be closed.

      "CONSENTS" shall mean all authorizations,  notices, waivers, approvals and
consents  required by any  Governmental  Authority or under any  Contracts for a
party to execute and deliver this  Agreement  and  consummate  the  transactions
contemplated hereby.

      "CONTRACTS"  shall  mean  all  contracts,   agreements,   leases,  license
agreements,  obligations,  promises or undertakings (whether written or oral and
whether expressed or implied).

      "EXCHANGE  RATIO"  shall  mean  the  fraction  which  has a  numerator  of
17,509,090 and the denominator which is the number of outstanding  common shares
of Farequest as of immediately prior to the Effective Time.

      "ERISA"  shall mean the  Employment  Retirement  Security Act of 1974,  as
amended.

      "GAAP" shall mean generally  accepted  accounting  principles as in effect
from time to time in the United States of America.

      "GOVERNMENTAL AUTHORITY" shall mean any court, governmental, regulatory or
administrative  body,  agency  or  authority,  department,  commission,  agency,
self-regulatory  organization,  instrumentality or arbitrator,  whether federal,
state, local or foreign.

      "KNOWLEDGE  OR  KNOWLEDGE  OF  FAREQUEST"  or  "KNOWLEDGE  OR KNOWLEDGE OF
FAREQUEST"  shall  mean the actual  knowledge  after  reasonable  inquiry of the
officers of Farequest, Seller and Marc Bercoon.


                                       37
<PAGE>

      "KNOWLEDGE  OR KNOWLEDGE OF RCG" or  "KNOWLEDGE OR KNOWLEDGE OF RCG" shall
mean the actual knowledge after reasonable  inquiry of the executive officers of
RCG.

      "LAWS" shall mean all federal,  state,  local and foreign laws,  statutes,
regulations or other requirements.

      "LIENS" shall mean liens, charges,  pledges,  security interests,  claims,
mortgages, options, encumbrances, rights of first refusal, conditions, covenants
and other restrictions.

      "MARKET  VALUE"  shall mean the  average  closing  price of the RCG Common
Stock for the 10 trading days  immediately  preceding the  applicable  reference
date of determination of Market Value.

      "MATERIAL  ADVERSE  EFFECT" shall mean a materially  adverse effect on the
business, results of operations,  assets, liabilities or condition (financial or
otherwise)  of Farequest or RCG, as the case may be, and in each case  including
its respective  Subsidiaries taken as a whole,  other than any change,  event or
occurrence  resulting  from any change to the  extent  generally  affecting  the
national or any local economy or the  industries  in which  Farequest or RCG, as
the case may be, and their Subsidiaries operate.

      "MATERIAL INTELLECTUAL PROPERTY" shall mean all Intellectual Property that
is material to the  conduct of RCG or  Farequest,  as the case may be, and their
respective Subsidiaries'  businesses,  taken as a whole, as currently conducted,
whether  owned,  licensed  or used by RCG or  Farequest,  as the case may be, or
their respective Subsidiaries.

      "OPTION PROPORTION" shall mean the fraction which has a numerator equal to
the total number of shares of Farequest Common stock which are issuable upon the
exercise of all options and warrants for the purchase of Farequest  common stock
which are outstanding immediately prior to the Effective Time, and a denominator
which is the sum of (i) the number of outstanding  common shares of Farequest as
of immediately prior to the Effective Time, plus (ii) the total number of shares
of Farequest  common  stock which are issuable  upon the exercise of all options
and warrants for the  purchase of Farequest  common stock which are  outstanding
immediately prior to the Effective Time.

      "ORDER" shall mean any order, judgment,  writ, injunction or decree of any
Governmental Authority.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation.

      "PERSON"  shall mean any  individual,  corporation,  partnership,  limited
liability company,  joint venture,  estate, trust,  association or entity of any
kind whatsoever, including any Governmental Authority.

      "TAX" OR "TAXES" shall mean (w) any and all taxes,  assessments,  customs,
duties,  levies,  fees,  tariffs,  imposts,  deficiencies and other governmental
charges of any kind whatsoever (including,  but not limited to, taxes on or with
respect to net or gross income,  franchise,  profits,  gross receipts,  capital,
sales, use, ad valorem, value added, transfer, real property transfer,  transfer
gains, inventory, capital stock, license, payroll, employment,  social security,
unemployment, severance, occupation, real or personal property, estimated taxes,
rent, excise, occupancy,  recordation, bulk transfer,  intangibles,  alternative
minimum,  doing  business,  withholding  and stamp),  together with any interest
thereon,  penalties,  fines, damages costs, fees, additions to tax or additional
amounts with respect thereto, imposed by the United States or any state or local
or  other  applicable  jurisdiction;  (x)  any  liability  or  obligations  to a
Governmental  Authority  as a result of any  escheat  or  similar  law,  (y) any
liability  for the  payment of any amounts  described  in clause (w) or (x) as a
result of being a member of an affiliated,  consolidated,  combined,  unitary or
similar group or as a result of transferor or successor  liability;  and (z) any
liability  for the  payments  of any amounts as a result of being a party to any
Tax Sharing  Agreement  or as a result of any express or implied  obligation  to
indemnify  any other  Person  with  respect to the payment of any amounts of the
type described in clause (w), (x) or (y).


                                       38
<PAGE>

      "TAX RETURN"  shall mean all returns  (whether  federal,  state,  local or
otherwise)  and  reports  (including   elections,   declarations,   disclosures,
schedules,   estimates  and  information   returns   (including  Form  1099  and
partnership  returns  filed on Form  1065))  required  to be  supplied  to a Tax
authority relating to Taxes.


                                       39
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed by their  respective duly authorized  officers as of the date first above
written.

                              RCG COMPANIES INCORPORATED


                              By: /s/
                                 -----------------------------------------------

                                 -----------------------------------------------


                              WTI ACQUISITION, INC.


                              By: /s/
                                 -----------------------------------------------

                                 -----------------------------------------------


                              FAREQUEST HOLDINGS, INC.


                              By: /s/
                                 -----------------------------------------------

                                 -----------------------------------------------



                              --------------------------------------------------
                              William A. Goldstein


                                       40