Exhibit 10.15


CONFIDENTIAL TREATMENT REQUESTED BY 800 TRAVEL SYSTEMS, INC. FOR PORTIONS OF
THIS AGREEMENT INDICATED BY [**..**] AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


                     AMENDMENT TO SABRE SUBSCRIBER AGREEMENT
                            (INTERNET/ON-LINE USAGE)

This Amendment to that certain SABRE Subscriber Agreement is made and entered
into this 5th day of November, 1999 between Sabre Inc., formerly known as The
SABRE Group, Inc., ("Sabre") and 800 Travel Systems, Inc. ("Customer").

                                    RECITALS

WHEREAS, Sabre and Customer have entered into that certain Sabre Subscriber
Agreement, dated as of May 21, 1999 (the "Agreement"); and

WHEREAS, it is in the best interest of the parties to modify certain provisions
of the Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, Sabre
and Customer hereby agree as follows:

         1. ARTICLE 16.1 OF THE AGREEMENT IS HEREBY MODIFIED BY THE ADDITION OF
THE FOLLOWING SENTENCE:

         Notwithstanding the previous provisions, Customer may create and
maintain an Internet Connection for third-parties with Sabre's prior permission
and as long as: (i) all travel related activity done through such websites is
done through the Sabre System, (ii) Customer is responsible for all Charges
related to such activity, (iii) such third parties can not have their principal
offices in Asia or the South Pacific, (iv) such websites can not target or be
marketed directly to consumers located in Asia or the South Pacific, and (v)
such sites must comply with all other terms and conditions of this Article 16.

         2. ARTICLE 16.2 OF THE AGREEMENT IS HEREBY REPLACED WITH THE FOLLOWING:

          The limited license granted in Article 16.1 may be terminated by Sabre
for Customer's misuse of the System or the Sabre System via the Internet
Connection upon fifteen (15) days written notice to Customer and Customer's
failure to remedy such misuse within the allotted fifteen days. Upon such
termination, Customer must immediately remove the Internet Connection and cease
utilizing data transmitted under the Agreement for purposes of developing,
operating or maintaining a reservation booking site.

         3. THE CHARGES APPLICABLE IN ARTICLE 16.4 OF THE AGREEMENT WILL BE
BASED ON THE FOLLOWING MONTHLY RATE SCHEDULE:

                  [**..**]

         This rate shall apply from the effective date of this Amendment until
         December 31, 2000 and will be subject to change thereafter upon thirty
         (30) days written notice to Customer.

         4. CONFIDENTIALITY. It is expressly understood and agreed that this
Amendment and the Agreement, and each and every provision hereof, shall be held
and treated as confidential and shall not be disclosed by either party to any
other person, firm, organization, association, or entity, of any and every kind,
whether public, private or governmental, for any reason, or at any time, without

<PAGE>

the prior written consent of the non-disclosing party, unless such disclosure is
requested by law or legal process relating to proceedings between a party hereto
and any third party. In the event of a disclosure inconsistent with the
foregoing, this Amendment and the Agreement may be terminated immediately by the
non-disclosing party, with notice to the disclosing party, and the
non-disclosing party shall have the right to pursue any remedies available to it
in law or in equity. Notwithstanding the foregoing, either party may disclose
Confidential Information as required by law or governmental authority, including
pursuant to a subpoena or court order, only if the receiving party: (i) promptly
notifies the disclosing party of the disclosure requirement; (ii) cooperates
with the disclosing party's reasonable efforts to resist or narrow the
disclosure and to obtain an order or other reliable assurance that confidential
treatment will be accorded the disclosing party's Confidential Information; and
(iii) furnishes only Confidential Information that the receiving party is
legally compelled to disclose according to advice of its legal counsel.
"Confidential Information" excludes information that: (i) was in the public
domain when communicated; (ii) enters the public domain through no fault of the
receiving party; (iii) was in the receiving party's possession free of any
obligation of confidence when communicated; (iv) is rightfully communicated to
the receiving party by a third party free of any obligation of confidence to the
disclosing party; or (v) is developed by or on behalf of the receiving party
independently of and without reference to any of the disclosing party's
Confidential Information.

         5. DEFINED TERMS. The defined terms not otherwise defined in this
Amendment shall have the meaning given to them in the Agreement.

         6. UNIQUE PSEUDO CITY CODE (IPCC) REQUIREMENT. All On-line/Internet
booking and shopping activity is required to be conducted through a unique IPCC.
Booking and shopping activity terminating in the Customer's chat-enabled site
will be booked through a Sabre agency PCC.

         7. AGREEMENT. Except as otherwise provided herein, all other terms of
the Agreement remain in full force and effect and are hereby reaffirmed. In the
event of any conflict between the terms of the Agreement and this Amendment, the
Amendment shall control.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year written above.

             800 Travel Systems, Inc.                  SABRE INC.

By:                                       By:
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(SIGNATURE)                               (SIGNATURE)

Name: Mark Mastrini                       Name: Michael Sites
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(PRINT NAME)                              (PRINT NAME)

Title: Chief Executive Officer            Title: Vice President
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PCC: B8T3