Exhibit 10.18

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT, DATED AS OF DECEMBER 1, 1999, by and between
MICHAEL A. GAGGI, an individual residing at 8607 Colonial Road, Brooklyn, New
York 11209 (the "EXECUTIVE"), and 800 TRAVEL SYSTEMS, INC., a Florida
corporation maintaining business offices at 4802 Gunn Highway, Tampa, Florida
33624, and each of its successors in interest (collectively the "COMPANY").

                             BACKGROUND INFORMATION
                             ----------------------

         Executive is currently a director of the Company and is a party to a
consulting agreement with the Company dated February 1, 1998 (the "CONSULTING
AGREEMENT").

         The Company wishes to secure the employment services of the Executive
for a definite period of time and upon the particular terms and conditions
hereinafter set forth and to terminate the existing Consulting Agreement. The
Executive is willing to be so employed and to terminate the existing Consulting
Agreement. Accordingly, for good and valuable consideration, the receipt and
adequacy of which is expressly acknowledged, the parties agree as follows:

                              OPERATIVE PROVISIONS
                              --------------------

         1. EMPLOYMENT AND TERM.
         -----------------------

         The Company hereby employs the Executive and the latter hereby accepts
employment by the Company for the four year period commencing as of the date of
this Agreement and continuing through December 31, 2003 (the "INITIAL TERM"),
which employment shall thereafter be automatically extended for unlimited
successive one year periods (each a "SUCCESSOR TERM") unless it is terminated
during the pendency of any such Term, whether Initial or Successor, by the
occurrence of one of the events described in Section 8 hereof, or at the end of
any such Term by one party furnishing the other with notice, at least 60 days
prior to the expiration of such Term, of an intent to terminate this Agreement
upon the expiration of such Term. The Consulting Agreement is hereby terminated.

         2. DUTIES.
         ----------

         During the Term of this Agreement, whether Initial or Successor, the
Executive shall render to the Company services as its Vice President of Business
Development, and shall perform such duties normally associated with that
position, and as may otherwise be reasonably designated by and subject to the
supervision of the Company's Chief Executive Officer and its Board of Directors,
and he shall serve in such additional capacities appropriate to his
responsibilities and skills as shall be designated by the Company, through
action of its Chief Executive Officer and the Board of Directors, provided
however, Executive shall not be required to relocate from Brooklyn, New York.
During such Term, the Executive shall devote his primary and substantial
business attention, time and energies to the operations and affairs of the
Corporation, and will use his best efforts to promote the interests and
reputation of the Company, provided that he may pursue such other activities,
both remunerative and non-remunerative, as do not interfere or compete with, to
any material degree, the complete performance of his obligations hereunder. Any
question of interpretation which may arise under the preceding proviso shall be
resolved by majority decision of the Company's Board of Directors, provided that
the Executive's current and any continuing membership on the board of directors
of each of Myoptics Opticians, Inc. ("MYOPTICS") and 8607 Colonial Group, Inc.
("COLONIAL") are hereby approved, as are any operational or administrative
activities engaged in by the Executive in performing services for Colonial,
Myoptics and Winchester Financial Services and which are not competitive to the
interests of the Company. The Company covenants that its best efforts shall be
used during the Term to cause the Executive to be nominated for re-election and,
with shareholder approval, elected to continued and uninterrupted service as a
director.

         The Executive represents and warrants to the Company that, (a) he is
not proscribed by any agreement with any prior employer or other party from
using or disclosing any confidential information, or competing with the
business, of such employer or other party, (b) his performance under this
Agreement will not breach any other agreement by which he is bound, and (c) in
the performance of his duties hereunder, he will not make use of materials or
information proprietary to any former employer and which are not generally
available to the public.

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         3. BASE COMPENSATION; CASH BONUS ELIGIBILITY.
         ---------------------------------------------

         For the services to be rendered by the Executive under this Agreement
the Company shall pay him, while he is rendering such services and performing
his duties hereunder, and the Executive shall accept in exchange for such
service, an annualized base compensation of not less than $162,500 during the
Initial or any Successor Term (inclusive of any amounts subject to federal,
state or local employment related withholding requirements), payable in
substantially equal installments coinciding with the Company's normal employment
compensation payment cycle or pursuant to such other arrangements as the parties
may agree upon (the "BASE COMPENSATION"). Such Base Compensation shall be
increased by a minimum of 5% on each anniversary date of this Agreement and
increased to give effect, to any percentage increase in the Consumer Price Index
occurring within the preceding annual period. For example, if the Consumer Price
Index increased 5%, Executive's Base Compensation would be adjusted to $178,750
for the subsequent period, computed as follows: ($162,500 + ($162,500 x (5% +
5%))). Executive's Base Compensation shall also be reviewed by the Company's
Board of Directors or any compensation committee thereof within the 90 day
period preceding each anniversary of the date of this Agreement in the
expectation of increasing the same to award superior performance, with any such
increase to be implemented as of such anniversary by action of the Company's
Board of Directors; but under no condition may the Executive's Base Compensation
be decreased below the amount hereinabove set forth, or below any higher amount
then being paid to him, regardless of any change in or diminution of the
Executive's duties owed to the Company.

         The Executive shall also be eligible to receive an annual cash bonus,
to be paid within the 90 day period succeeding the expiration of each fiscal
year of the Company within the Term of this Agreement, with the actual amount,
if any, to be determined by the Company's Board of Directors upon the
recommendation of any compensation committee thereof and in accordance with an
executive performance bonus plan to be established by the Company's Board of
Directors on or before June 1, 2000 and then to be attached as an exhibit to
this Agreement.

         4. FRINGE BENEFITS; REIMBURSEMENT OF EXPENSES.
         ----------------------------------------------

         During his period of employment hereunder, the Executive shall be
entitled to:

                  a. the most favorable leave by reason of physical or mental
         disability or incapacity and to the most favorable participation in
         medical, dental and group insurance, pension and other retirement
         benefits and disability and other fringe benefit plans as the Company
         may make available to any of its most senior executive employees or
         directors from time to time; subject, however, as to such plans, to
         such budgetary constraints or other limitations as may be imposed by
         the Board of Directors of the Company from time to time;

                  b. reimbursement for all normal and reasonable expenses,
         legal, accounting, financial or otherwise, in the performance of his
         duties hereunder, but subject in each case to such reasonable
         substantiation requirements as may be imposed by the Company and to the
         deductibility by the Company of all such amounts for federal income tax
         purposes;

                  c. the use of a private office at the principal location of
         the Company's activities, with all ordinary and customary office
         equipment appropriate to his position and to the duties which he is to
         undertake on behalf of the Company and ordinary and customary office
         equipment for Executive's use at his residence.

In addition, subject to any limitations as may be imposed by applicable law, the
Company shall:

                  a. indemnify the Executive against, and shall hold him
         harmless from, all expenses (including all attorney and other
         professional fees), judgements or fines incurred or paid in connection
         with, or any amount incurred or paid in settlement of, any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (including an action by or in
         the right of the Company) by reason of his being or having been an
         officer, director, employee or agent of the Company or any affiliated
         entity;

                  b. advance all expenses (including attorneys' fees) incurred
         by the Executive in investigating or defending any such action, suit or
         proceeding;

                  c. maintain directors' and officers' liability insurance
         coverage (including coverage with respect to any claim made under or in
         connection with any federal or state securities law, regulation or
         rule) in a principal amount reasonably sufficient to provide the

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         Executive with economic protection against any claim that might be
         expected to be brought against an individual by reason of his service
         as a Company officer, director, employee or agent, which coverage shall
         remain in force (or be supplemented by the acquisition of a separate
         policy) for the three year period following the Executive's termination
         of service with the Company for any reason; and

         5. STOCK OPTIONS.
         -----------------

         Executive shall be entitled to options to the extent such options are
granted to executives from time to time by the Board of Directors or any
Compensation Committee thereof.

         6. PROPRIETARY INTEREST AND CONFIDENTIALITY COVENANTS.
         ------------------------------------------------------

         During or after the expiration of his term of employment with the
Company, the Executive shall not communicate or divulge to, or use for the
benefit of, any individual, association, partnership, trust, corporation or
other entity except the Company, any proprietary or confidential information of
the Company received by the Executive by virtue of such employment, expressly
including information relating to the Company's customers, its pricing policies,
methods of operation, proprietary computer programs and trade secrets, without
first being in receipt of the Company's consent to do so and in compliance with
the terms of any other confidentiality or non-competition agreement which the
Executive may hereafter execute with the Company; provided that nothing
contained herein shall restrict the Executive's use or disclosure of such
information generally known to the public (other than that which he may have
disclosed in breach of this Agreement), or as required by law (so long as the
Executive gives the Company prior notice of such required disclosure).

         During the Term of this Agreement and within the 12 month period
following the Executive's resignation under Section 8f or his termination by the
Company under Section 8b or 8c, the Executive shall not, directly or indirectly,
either on Executive's behalf or on behalf of any other person, entity, partner,
joint venture, agent, salesman, contractor or otherwise:

                           i. Solicit or accept business from any customer or
                  account of the Company existing at any time during the term of
                  Executive's employment with the Company or from any other
                  person known by the Executive at the time his employment with
                  the Company terminated to be a prospective customer of the
                  Company; or

                           ii. Solicit any employee, independent contractor or
                  vendor of the Company to terminate his, her or its employment,
                  consulting arrangement or vending arrangement with the Company
                  or to employ or retain any such employee or independent
                  contractor if such person should terminate his or her
                  employment or consulting arrangement with the Company
                  (including any such person as shall have terminated such
                  employment or arrangement within the 90 day period preceding
                  the date of the Executive's termination).

provided, however that Company acknowledges that Executive has pre-existing
relationships with Jack Zahran and e-Business Interactive Solutions, Inc. and
Executive's current and future relationships with such persons and entity shall
not constitute a violation of this Section.

         7. REMEDIES FOR BREACH OF OBLIGATIONS.
         --------------------------------------

                  a. INJUNCTIVE RELIEF. The parties agree that the services of
         the Executive are of a personal, specific, unique and extraordinary
         character and cannot be readily replaced by the Company. They further
         agree that in the course of performing his services, the Executive will
         have access to various types of proprietary information of the Company,
         which, if released to others or used by the Executive other than for
         the benefit of the Company, in either case without the Company's
         consent, could cause the Company to suffer irreparable and continuing
         injury. Therefore, the obligations of the Executive established under
         Section 6 hereof shall be enforceable by the Company both at law and in
         equity, by injunction, specific performance, damages or other remedy;
         and the right of the Company to obtain any such remedy shall be
         cumulative and not alternative and shall not be exhausted by any one or
         more uses thereof.

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                  b. ARBITRATION. Any controversy, dispute or claim arising out
         of, in connection with or otherwise relating to any provision of this
         Agreement, or to the breach, termination or validity hereof or any
         transaction contemplated hereby (any such controversy, dispute or claim
         being referred to as a "DISPUTE"), shall be finally settled by
         arbitration conducted expeditiously in accordance with the Commercial
         Arbitration Rules then in force (the "AAA RULES") of the American
         Arbitration Association (the "AAA"), with application of the following
         additional procedural requirements. A single arbitrator (the
         "ARBITRATOR") shall be appointed by the AAA to consider such Dispute
         within five business days after the demand for arbitration is received
         by the AAA and the respondent in any such proceeding. The Arbitrator
         shall be a certified public accountant or attorney with no less than 15
         years' experience in the practice of business accountancy or law who
         shall not have performed any legal services for any of the parties or
         person controlled by any of the parties for a period of five years
         prior to the date the demand for arbitration is received by the
         respondent.

                  The situs for an arbitration pursuant to this Section shall be
         as agreed to by the parties, failing which it shall be Hillsborough
         County, Florida. Each party may submit memoranda and other
         documentation as it or he deems appropriate to aid the formulation of
         the Arbitrator's decision, and request a hearing (which may be
         conducted in person or telephonically) so as to be able to present oral
         testimony and argument. A final arbitration decision and award shall be
         rendered as soon as reasonably possible and, in any event, within 30
         business days following appointment of the Arbitrator; PROVIDED,
         however, that if the Arbitrator determines that fairness so requires,
         such period may be extended by no more than 30 additional days. The
         Arbitrator shall have the right and power to shorten the length of any
         notice periods or other time periods provided in the AAA Rules and to
         implement Expedited Procedures under the AAA Rules in order to ensure
         that the arbitration process is completed within the time frames
         provided herein.

                  The arbitration decision or award shall be reasoned and in
         writing, and the Arbitrator shall have the right and authority to
         determine how the decision or award as to each issue and matter in
         dispute may be implemented or enforced. Any decision or award shall be
         final and conclusive on the parties; there shall be no appeal therefrom
         other than for claimed bias, fraud or misconduct by the Arbitrator;
         judgment upon any decision or award may be entered in any court of
         competent jurisdiction in the State of Florida or elsewhere; and the
         parties hereto consent to the application by any party in interest to
         any court of competent jurisdiction for confirmation or enforcement of
         such decision or award. The party against whom a decision or award is
         rendered shall pay the fees of the American Arbitration Association.
         Any arbitration held pursuant to the provisions of this Section shall,
         to the extent not in conflict with the express terms of this Agreement,
         be governed by the Federal Arbitration Act and the Federal Rules of
         Civil Procedure. All arbitrations commenced pursuant to this Agreement
         while any other arbitration hereunder shall be in progress shall be
         consolidated and heard by the Arbitrator.

                  Notwithstanding the foregoing, the Company, at its sole
         option, shall be entitled to enforce its rights, as contemplated by
         Section 7a hereof, to injunctive and other equitable relief in the
         event of a breach of Section 6 hereof or of any material term of a
         confidentiality or non-competition agreement to which the Company and
         the Executive shall then be parties, either by arbitration pursuant to
         this Section 7b or directly in any court of competent jurisdiction.

         8. TERMINATION OF EMPLOYMENT.
         -----------------------------

                  a. DEATH. The Executive's employment hereunder shall terminate
         in the event of the Executive's death. Except for any salary and
         benefits accrued, vested and unpaid as of the date of any such
         termination and except for any benefits to which the Executive or his
         heirs or personal representatives may be entitled under and in
         accordance with the terms of any employee benefit plan, policy or
         program maintained by the Company, the Company shall be under no
         further obligation hereunder to the Executive or to his heirs or
         personal representatives, and the Executive or his heirs or personal
         representatives no longer shall be entitled to receive any payments or
         any other rights or benefits under this Agreement.

                  b. DISABILITY. The Company may terminate the Executive's
         employment hereunder for "DISABILITY" if an independent physician
         mutually selected by the Executive (or his legal representative) and
         the Board of Directors or its designee shall have determined that the
         Executive has been substantially unable to render to the Company
         services of the character contemplated by Section 2 of this Agreement,
         by reason of a physical or mental illness, injury or other related
         condition for more than 90 consecutive days or for shorter periods
         aggregating more than 180 days in any period of 12 consecutive months
         (excluding in each case days on which the Executive shall be on
         vacation). In the event of such a termination, the Executive shall be
         entitled to receive any salary and benefits accrued, vested and unpaid
         as of the date his employment ends, and any benefits to which the
         Executive may be entitled under and in accordance with the terms of any
         Executive benefit plan, policy or program maintained by the Company.
         Upon the Executive's receipt of such salary and benefits the
         Corporation shall be under no further obligation hereunder to the
         Executive and the Executive no longer shall be entitled to receive any
         payments or any other rights or benefits under this Agreement.

<PAGE>

                  c. TERMINATION BY THE COMPANY FOR CAUSE. The Company's Board
         of Directors may terminate the Executive's employment hereunder for
         "CAUSE." For purposes of this Agreement, "Cause" shall mean any of the
         following:

                           i. The Executive's willful misconduct or gross
                  negligence as related to a material matter;

                           ii. The Executive's intentional or willful failure to
                  substantially perform his obligations hereunder or of any
                  other duties reasonably assigned to him by the Company's Board
                  of Directors or Chief Executive Officer;

                           iii. The Executive's intentional or willful violation
                  of any material provision of the Company's by-laws or of its
                  other stated policies, standards or regulations;

                           iv. The Executive's commission of any act or omission
                  involving intentional or willful disloyalty to the Company
                  such as embezzlement, fraud or misappropriation of Company
                  assets;

                           v. A determination that the Executive has
                  demonstrated a dependence upon any addictive substance,
                  including but not limited to alcohol, controlled substances,
                  narcotics or barbiturates; or

                           vi. The Executive's conviction of any felony crime,
                  or his conviction of any lesser crime committed in connection
                  with his employment by the Company or involving moral
                  turpitude;

         provided, however, that if the Board of Directors desires to terminate
         the Executive for any of the reasons set forth in clause (i), (ii),
         (iii), (iv) or (v) of this Section 8c., it shall, within the 60 day
         period immediately following each alleged commission of a proscribed
         act or omission, be required to furnish the Executive with notice
         including a detailed description of the allegedly proscribed act or
         omission; a statement advising him that the Board views such conduct as
         being of the type which should lead to a termination of the Executive
         for Cause; a specification of the clause(s) which the Board deems
         violated as a result of the alleged act; a statement advising of the
         Board's intention to terminate him for Cause as a result of such act;
         an offer to provide him, within the ten day period following the date
         of the notice, with an opportunity to present to the Board, either in
         person or, at his discretion, in writing, any defenses which he
         believes to exist with respect to the allegations set forth in the
         notice; and a statement indicating that the Board will, once presented
         with such defenses, provide the Executive with an opportunity to
         correct or otherwise cure the act or omission giving rise to such
         notice if the Board, acting at its discretion, reasonably exercised,
         finds the Executive's defenses to merit such an action. Except for any
         salary and benefits accrued, vested and unpaid as of the date of any
         termination for Cause, the Company shall be under no further obligation
         hereunder to the Executive and the Executive no longer shall be
         entitled to receive any payments or any other rights or benefits under
         this Agreement.

                    d. TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE. The
         Company may terminate the Executive's employment hereunder upon the
         expiration of the Initial Term or any Successor Term, provided that
         notice of termination is furnished as set forth in Section 1, or at any
         time prior to the expiration of any such Term, upon 60 days notice to
         the Executive, and subject, in the event of such termination prior to
         the expiration of a Term, to the right of the Executive, within such
         notification period, to effect his own Good Reason termination as
         described in subsection e. below. In the event of either such
         termination, the Executive shall be entitled to receive any salary and
         benefits accrued, vested and unpaid as of the date of any such
         termination and any benefits to which the Executive may be entitled
         under and in accordance with the terms of any employee benefit plan,
         policy or program maintained by the Company, as well as, in the event
         that the Executive shall have timely effected a Good Reason
         termination, those benefits authorized under the provisions of
         subsection e; and following his receipt of such salary and benefits the
         Company shall be under no further obligation hereunder to the Executive
         and the Executive no longer shall be entitled to receive any payments
         or any other rights or benefits under this Agreement.

<PAGE>

                  e. TERMINATION BY THE EXECUTIVE FOR GOOD REASON.
         Notwithstanding anything herein to the contrary, the Executive shall be
         entitled to terminate his employment hereunder for Good Reason without
         breach of this Agreement. For purposes of this Agreement, "GOOD REASON"
         shall exist upon the occurrence of any of the following events or
         matters, in each case without the Company first being in receipt of the
         Executive's consent thereto, and the period of time within which the
         Executive shall be required to exercise a Good Reason termination of
         service shall be 30 days, measured from the date upon which he is
         notified by the Company of such occurrence, or, with respect to the
         matter identified in subparagraph iii. below, from the date upon which
         the Executive notifies the Company of his belief that a material breach
         has occurred:

                           i. A directed change in the Executive's principal
                  place of employment, other than Brooklyn, New York;

                           ii. A material adverse change in, or a substantial
                  elimination of, the duties and responsibilities of the
                  Executive as described herein;

                           iii. A material breach by the Company of any of its
                  obligations hereunder;

                           iv. A Change in the Control of the Company;

                           v. Receipt by the Executive of the Company's notice
                  that it intends to terminate him other than for Cause and
                  prior to the end of a particular Term of employment, whether
                  Initial or Successor; or

                           vi. Mark Mastrini leaves the employment of the
                  Company or his duties are materially adversely eliminated or
                  changed.

         For purposes of clause iv. above, a "CHANGE IN THE CONTROL OF THE
         COMPANY" shall mean (A) the acquisition, directly or indirectly, after
         the date hereof, by any "person" (as such term is used in Sections
         13(d) and 14(d) of the Securities Exchange Act of 1934, as in effect on
         the date hereof), of voting power over voting shares of the Company
         that would entitle the holder(s) thereof to cast at least 40% of the
         votes that all shareholders would be entitled to cast in the election
         of directors of the Company, provided that such term shall not be
         deemed to apply to an acquisition by one or more institutional
         underwriters directly from the Company in accordance with the
         conditions of a registration statement theretofore filed with and
         declared effective by the United States Securities and Exchange
         Commission; (B) the failure, at any time during any period of two
         consecutive years occurring within the Term of this Agreement
         (inclusive of both Initial and Successor), of the individuals who at
         the beginning of such period shall constitute the Company's Board of
         Directors to constitute at least a majority of such membership, unless
         the election of each director who is not a director at the beginning of
         such period shall have been approved in advance by directors
         representing at least 75% of the directors then in office who are
         directors at the beginning of the period; (C) approval by the Company's
         shareholders of any form of merger or consolidation other than (i) one
         in which the voting securities of the Company outstanding immediately
         prior thereto continue to represent or are converted into securities of
         the surviving entity which represent at least 50% of the combined
         voting power of the Company or such entity, or (ii) one effected to
         implement a recapitalization of the Company in which no person acquires
         more than 50% of the combined voting power of the Company's then
         outstanding securities; or (D) approval by the Company's shareholders
         of a plan of the Company's complete liquidation or a sale by the
         Company of substantially all of its assets.

                    In the event of a Good Reason termination by the Executive
         within the Initial Term, the Executive shall be entitled to receive
         from the Company, on the first day of each succeeding month within such
         Term, one-twelfth of his then existing Base Compensation, or, if
         greater, the same amount for each of the succeeding 12 months, and if
         such a termination is effected during a Successor Term he shall be
         entitled to receive one-twelfth of his then existing Base Compensation
         for each of the succeeding 12 months; or, at the Executive's option,
         exercisable at the time he notifies the Company of his intention to
         effect a Good Reason Termination, he may elect to receive all amounts
         due him in a single lump sum payment, discounted to their then present
         value at an annual discount rate of 8%. Under either circumstance, the
         Executive shall also be entitled to exercise any outstanding options
         within the succeeding one year period as to any Shares which shall have
         been available for acquisition pursuant to Section 5 at the time of
         such termination. Except for such cash payments or continuing

<PAGE>

         entitlement to compensation following any such termination, and except
         for any salary and benefits accrued, vested and unpaid as of the date
         of any such termination, the Executive no longer shall be entitled to
         receive any payments or any other rights or benefits under this
         Agreement, and the Company shall have no further obligation hereunder
         to the Executive following any such termination. The amounts payable in
         this section 8e as a result of a Good Reason termination of Executive
         are in the nature of liquidated damages and are not subject to offset
         or reduction of any kind, including as a result of Executive's having
         or securing other employment and Executive is under no duty to seek to
         mitigate damages by having or seeking other employment.

                    f. TERMINATION BY THE EXECUTIVE FOR OTHER THAN GOOD REASON.
         The Executive may terminate his employment hereunder upon the
         expiration of the Initial Term or any Successor Term, provided that
         notice of termination is provided as set forth in Section 1. In the
         event of such termination, the Executive shall be entitled to receive
         any salary and benefits accrued, vested and unpaid as of the date of
         any such termination and any benefits to which the Executive may be
         entitled under and in accordance with the terms of any employee benefit
         plan, policy or program maintained by the Company; and following his
         receipt of such salary and benefits the Company shall be under no
         further obligation hereunder to the Executive and the Executive no
         longer shall be entitled to receive any payments or any other rights or
         benefits under this Agreement.

                    g. LIFE AND DISABILITY INSURANCE COVERAGE. If termination of
         employment is due to any reason other than death or for Cause, the
         Company shall, for the lesser of the (i) two year period measured from
         the date of termination, or (ii) the period preceding the date as of
         which the Executive obtains comparable coverage from a successor
         employer, continue to provide Executive, at Company expense, with the
         highest level of health insurance benefits to which he shall have been
         entitled during the period of his employment by the Company hereunder,
         and he shall have the additional right (but not the obligation) to
         purchase any policy of insurance on his life or insuring against his
         disability which is then owned by the Company, the exercise of which
         right shall be made by notice furnished to the Company within 30 days
         subsequent to the date of termination. The purchase price of each
         policy of life insurance shall be the sum of its interpolated terminal
         reserve value (computed as of the closing date) and the proportional
         part of the gross premium last paid before the closing date which
         covers any period extending beyond that date; or if the policy to be
         purchased shall not have been in force for a period sufficient to
         generate an interpolated terminal reserve value, the price shall be an
         amount equal to all net premiums paid as of the closing date. The
         purchase price of each disability income policy shall be the sum of its
         cash value and the proportional part of the gross premium last paid
         before the closing date which covers any period extending beyond that
         date. The purchase of any insurance policy by the Executive shall be
         closed as promptly as may be practicable after the giving of notice, in
         no event to exceed 30 days therefrom.

                    h. EXCISE TAX INDEMNITY. In the event that any payment to
         the Executive under Section 8e is subject to any federal or state
         excise tax, the Company shall pay the Executive an additional amount
         equal to the excise tax imposed, including additional federal and state
         income and excise taxes as a result of the payments under this
         paragraph, and such payments will be due contemporaneously with the due
         date of the identified excise and/or income taxes. Whether an excise
         tax is payable, and the amount of the excise tax and additional income
         taxes payable, shall be determined by the Company's accountants and the
         Company shall hold the Executive harmless from any and all taxes,
         penalties and interest that may become due as a result of the failure
         to properly determine that an excise tax is payable or the correct
         amount of the excise tax and additional income taxes, together with all
         legal and accounting fees reasonably incurred by the Executive in
         connection with any dispute with any tax authority with respect to such
         determinations and/or payments.

                    i. RETENTION OF COMPANY PROPERTY. Upon the Executive's
         termination of service for any reason other than Cause he shall be
         entitled to retain possession of any mobile telephone and notebook
         computer that shall have been issued to him by the Company in the
         course of his employment hereunder, provided that the Executive shall
         be responsible for the satisfaction of all license fees and other
         payments, and for the performance of any other obligations, owing by
         the Company subsequent to the date of such termination under any
         service contract applicable to any such property so retained. Executive
         shall also make arrangements with the Company for the removal or return
         or transfer to the Company of any Company information existing on such
         computer.

                    j. NON-DISPARAGEMENT. Following the termination of this
         Agreement for any reason, neither of the Company nor the Executive
         shall, except as otherwise required by applicable securities law, stock
         exchange listing agreement, or other applicable law or regulation, make
         any disparaging or derogatory statements regarding the other in any
         communication likely to become public.

<PAGE>

         9. MISCELLANEOUS PROVISIONS.
         ----------------------------

                    a. NOTICE. All notices, consents, approvals, joinders,
         waivers and other communications required or permitted under this
         Agreement (each a "COMMUNICATION") shall be in writing and shall be
         personally delivered or sent by facsimile machine (with a confirmation
         copy sent by one of the other methods authorized in this Section),
         commercial courier or United States Postal Service overnight delivery
         service, or, deposited with the United States Postal Service and mailed
         by first class, registered or certified mail, postage prepaid, if to
         the Company to the attention of its chief executive officer, and if to
         either party in care of the address set forth in preamble hereto, or to
         such other address as either shall have provided notice to the other in
         the manner herein permitted. Each such Communication shall be deemed
         given upon the earlier to occur of (i) actual receipt by the party to
         whom such Communication is directed; (ii) if sent by facsimile machine,
         on the day (other than a Saturday, Sunday or legal holiday in the
         jurisdiction to which such Communication is directed) such
         Communication is sent if sent (as evidenced by the facsimile confirmed
         receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m.
         Eastern Time, on the day (other than a Saturday, Sunday or legal
         holiday in the jurisdiction to which such Communication is directed)
         after which such Communication is sent (subject in each case to the
         above-referenced confirmation copy being timely furnished); (iii) on
         the first business day (other than a Saturday, Sunday or legal holiday
         in the jurisdiction to which such Communication is directed) following
         the day the same is deposited with the commercial carrier if sent by
         commercial overnight delivery service; or (iv) the fifth day (other
         than a Saturday, Sunday or legal holiday in the jurisdiction to which
         such Communication is directed) following deposit thereof with the
         United States Postal Service as aforesaid. Each party, by notice duly
         given in accordance therewith may specify a different address for the
         giving of any Communication hereunder.

                    b. NO ASSIGNABILITY. Each of the provisions and agreements
         herein contained shall be binding upon and enure to the benefit of the
         respective parties hereto, as well as their personal representatives,
         devisees, heirs, successors, transferees or Beneficiaries, as
         applicable, but no statement contained herein is intended to confer
         upon any person or entity, other than the parties hereto and their
         successors in interest, Beneficiaries and permitted assignees, any
         rights or remedies under or by reason of this Agreement unless so
         stated to the contrary. No right under this Agreement shall be
         assignable nor any duty delegable by any party, except as expressly
         authorized in this Agreement, without the prior consent of the other
         party.

                    c. ENTIRE AGREEMENT. This Agreement, and any other document
         referenced herein, constitute the entire understanding of the parties
         hereto with respect to the subject matter hereof, and no amendment,
         modification or alteration of the terms hereof shall be binding unless
         the same be in writing, dated subsequent to the date hereof and duly
         approved and executed by each of the parties hereto.

                    d. SEVERABILITY. If any term or other provision of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         illegal or incapable of being enforced in any particular respect or
         under any particular circumstance, such term or provision shall
         nevertheless remain in full force and effect in all other respects and
         under all other circumstances, and all other terms, conditions and
         provisions of this Agreement shall nevertheless remain in full force
         and effect so long as the economic or legal substance of the
         transactions contemplated hereby is not affected in any manner
         materially adverse to any party. Upon such determination that any term
         or other provision is invalid, illegal or incapable of being enforced,
         the parties hereto shall negotiate in good faith to modify this
         Agreement so as to effect the original intent of the parties as closely
         as possible in an acceptable manner, to the end that the transactions
         contemplated hereby are fulfilled to the fullest extent possible.

                    e. APPLICATION OF FLORIDA LAW. This Agreement, and the
         application or interpretation thereof, shall be governed exclusively by
         its terms and by the laws of the State of Florida. Venue for any legal
         action which may be brought hereunder shall be deemed to lie in
         Hillsborough County, Florida.

                    f. HEADINGS, GENDER, NUMBER. The headings of this Agreement
         are inserted for convenience and identification only, and are in no way
         intended to describe, interpret, define or limit the scope, extent or
         intent hereof. Words of gender used herein may be read as masculine,
         feminine, or neuter, as required by context, and words of number may be
         read as singular or plural, as similarly required.

<PAGE>

                    g. NO WAIVER OF BREACH. No failure or delay by either party
         to exercise any right, power or privilege hereunder shall operate as a
         waiver thereof, nor shall any single or partial exercise thereof
         preclude any other or further exercise of such right, power or
         privilege.

                    h. COUNTERPARTS. This Agreement may be executed in any
         number of counterparts, by means of multiple signature pages each
         containing less than all required signatures, and by means of facsimile
         signatures, each of which shall be deemed an original, but all of which
         together shall constitute one and the same instrument.

                    i. LEGAL FEES AND COSTS. If a legal action is initiated by
         any party to this Agreement against another, arising out of or relating
         to the alleged performance or non-performance of any right or
         obligation established hereunder, or any dispute concerning the same,
         any and all fees, costs and expenses reasonably incurred by each
         successful party or his or its legal counsel in investigating,
         preparing for, prosecuting, defending against, or providing evidence,
         producing documents or taking any other action in respect of, such
         action shall be the joint and several obligation of and shall be paid
         or reimbursed by the unsuccessful party(ies).

                    j. BENEFICIARY. As used herein, the term "BENEFICIARY" shall
         mean the person or persons (who may be designated contingently or
         successively and who may be an entity other than an individual,
         including an estate or trust) designated on a written form prescribed
         by the Board of Directors to receive the expiration of Agreement or
         death benefits described in Section 8 above. Each Beneficiary
         designation shall be effective only when filed with the Secretary of
         the Company during the Executive's lifetime. Each Beneficiary
         designation filed with the Secretary will cancel all designations
         previously so filed. If the Executive fails to properly designate a
         Beneficiary or if the Beneficiary predeceases the Executive or dies
         before complete distribution of the benefit has been made, the Company
         shall distribute the benefit (or balance thereof) to the Executive's
         surviving spouse, if any, or otherwise to his probate estate.

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement.

                                      800 TRAVEL SYSTEMS, INC.

                                      By:/S/ Mark Mastrini
                                      --------------------
                                      Mark Mastrini, Chief Executive Officer

                                      EXECUTIVE

                                      /S/ Michael A. Gaggi
                                      --------------------
                                      Michael A. Gaggi