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                                                                   EXHIBIT 10.11


                              PEGASUS SYSTEMS, INC.
                    1997 AMENDED EMPLOYEE STOCK PURCHASE PLAN


                  ARTICLE I-PURPOSE

I.1. PURPOSE.

         The Pegasus Systems, Inc. 1997 Amended Employee Stock Purchase Plan
(the "Plan") is intended to provide a method whereby employees of Pegasus
Systems, Inc. and its subsidiary corporations (hereinafter referred to, unless
the context otherwise requires, as the "Company") will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the common stock of the Company. It is the intention of the Company to have the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.


                  ARTICLE II-DEFINITIONS

II.1. BASE PAY

         "Base Pay" shall mean regular straight-time earnings excluding payments
for overtime, shift premium, bonuses and other special payments, commissions and
other marketing incentive payments.

II.2. COMMITTEE

         "Committee" shall mean the individuals described in Article XI.

II.3. EMPLOYEE

         "Employee" means any person who is customarily employed on a full-time
or part-time basis by the Company or Subsidiary Corporation and is regularly
scheduled to work more than 20 hours per week and five months per year.

II.4. SUBSIDIARY CORPORATION

         "Subsidiary Corporation" shall mean any present or future corporation
that (i) would be a "subsidiary corporation" of Pegasus Systems, Inc., as that
term is defined in Section 424 of the Code, and (ii) is designated as a
participating employer under the Plan by the Committee.




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                  ARTICLE III-ELIGIBILITY AND PARTICIPATION

III.1. INITIAL ELIGIBILITY.

         Any Employee who shall have completed 90 days' employment and shall be
employed by the Company on the date his or her participation in the Plan is to
become effective shall be eligible to participate in offerings under the Plan
which commence on or after such 90-day period has concluded.

III.2. LEAVE OF ABSENCE.

         For purposes of participation in the Plan, an Employee on leave of
absence shall be deemed to remain an Employee for the first ninety (90) days of
such leave of absence and such Employee's employment shall be deemed to have
terminated at the close of business on the ninetieth day of such leave of
absence unless such Employee shall have returned to regular full-time or
part-time employment (as the case may be) prior to the close of business on such
ninetieth day. Termination by the Company of any Employee's leave of absence,
other than termination of such leave of absence on return to full-time or
part-time employment, shall terminate an Employee's employment for all purposes
of the Plan and shall terminate such Employee's participation in the Plan and
right to exercise any option.

III.3. RESTRICTIONS ON PARTICIPATION.

         Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an option to participate in the Plan:

         (a) if, immediately after the grant, such Employee would own stock,
and/or hold outstanding options to purchase stock, possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company (for purposes of this paragraph, the rules of Section 424(d) of the
Code shall apply in determining stock ownership of any Employee); or

         (b) that permits such Employee's rights to purchase stock under all
employee stock purchase plans of the Company to accrue at a rate which exceeds
$25,000 in fair market value of the stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding.




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III.4. COMMENCEMENT OF PARTICIPATION.

         An eligible Employee may become a participant by completing an
authorization for a payroll deduction on the form provided by the Company and
filing it with the Company on or before the date set therefor by the Committee,
which date shall be prior to the Offering Commencement Date for the Offering (as
such terms are defined below). Payroll deductions for a participant shall
commence on the applicable Offering Commencement Date when the authorization for
a payroll deduction becomes effective and shall end on the Offering Termination
Date of the Offering to which such authorization is applicable unless sooner
terminated by the participant as provided in Article VIII. This Section 3.04 is
subject to the Company's right to terminate the Plan as provided in Section
12.05.


                  ARTICLE IV-OFFERINGS

IV.1. ANNUAL OFFERINGS.

         The Plan will be implemented by annual offerings of the Company's
common stock (the "Offerings") beginning on each November 15 and terminating on
the following November 14. As used in the Plan, "Offering Commencement Date"
means the November 15 on which the particular Offering begins, and "Offering
Termination Date" means the November 14 on which the particular Offering
terminates.


                  ARTICLE V-PAYROLL DEDUCTIONS AND OTHER FUNDING

V.1. AMOUNT OF PAYROLL DEDUCTION.

         At the time of filing an authorization for payroll deduction, a
participant shall elect to have deductions made from his or her pay on each
payday while a participant in an Offering at the rate of any whole percentage
(not to exceed 10%) of such Employee's Base Pay in effect at the Offering
Commencement Date of such Offering. In the case of a part-time hourly Employee,
such Employee's Base Pay during an Offering shall be determined by multiplying
such Employee's hourly rate of pay in effect on the Offering Commencement Date
by the number of regularly scheduled hours of work for such Employee during the
Offering.

V.2. PARTICIPANT'S ACCOUNT.

         All payroll deductions made for a participant shall be credited to such
participant's account under the Plan. A participant may not make any separate
cash payment into such account except when on leave of absence, and then only as
provided in Section. 5.04.



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V.3. CHANGES IN PAYROLL DEDUCTIONS.

         A participant may discontinue participation in the Plan as provided in
Article VIII. In addition, a participant may, during the first ninety (90) days
following the Offering Commencement Date of each Offering, make one change
(either to increase or decrease) the amount of the participant's payroll
deductions. No other change can be made during an Offering in the amount of
payroll deductions for that Offering.

V.4. LEAVE OF ABSENCE.

         If a participant goes on a leave of absence, such participant may elect
to: (a) withdraw the balance in his or her account pursuant to Section 7.02, (b)
discontinue contributions to the Plan but remain a participant in the Plan, or
(c) remain a participant in the Plan during such leave of absence, authorizing
deductions to be made from payments by the Company to the participant during
such leave of absence and undertaking to make cash payments to the Plan at the
end of each payroll period to the extent that amounts payable by the Company to
such participant are insufficient to meet such participant's authorized Plan
deductions.

V.5. OTHER FUNDING DURING  OFFERING PERIOD.

         During an Offering Period, the Company may permit eligible Employees to
make lump sum contributions by check payable to the Company, subject to such
uniform conditions and limitations as the Committee may direct from time to
time; provided, that the total amount contributed during each Offering (from
payroll deductions and other contributions) does not exceed 10% of an Employee's
Base Pay in effect at the Offering Commencement Date of such Offering.

                  ARTICLE VI-GRANTING OF OPTION

VI.1. NUMBER OF OPTION SHARES.

         On the Commencement Date of each Offering, a participating Employee
shall be deemed to have been granted an option to purchase a maximum number of
shares of the stock of the Company equal to an amount determined as follows: an
amount equal to (i) the percentage of the Employee's Base Pay that he or she
elects to have withheld or otherwise contributes by check during the Offering
Period but not in any case in excess of 10%) multiplied by (ii) the Employee's
Base Pay during the period of the offering (iii) divided by 85% of the market
value of the stock of the Company on the applicable Offering Commencement Date.
The market value of the Company's stock shall be determined as provided in
Section 6.02, below. An Employee's Base Pay during the period of an Offering
shall be determined by multiplying his or her normal weekly rate of pay (as in
effect on the last day prior to the Commencement Date of the particular
Offering) by 52 or the hourly rate by 2080, as the case may be; provided that,
in the case of a part-time 





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Employee, the Employee's Base Pay during the period of an Offering shall be
determined by multiplying such Employee's hourly rate by the number of regularly
scheduled hours of work for such Employee during the Offering (or, for a
part-time salaried employee, by multiplying such Employee's normal weekly rate
of pay by the number of weeks such Employee is expected to work during the
period of the Offering).

VI.2. OPTION PRICE.

         The option price of stock purchased during such Offering for a
participant therein shall be the lower of:

         (a) 85% of the closing price of the Company's common stock on the
Offering Commencement Date or the nearest prior business day on which trading
occurred on Nasdaq or any other national stock exchange; or

         (b) 85% of the closing price of the Company's common stock on the
Offering Termination Date or the nearest prior business day on which trading
occurred on Nasdaq or any other national stock exchange. If the common stock of
the Company is not admitted to trading on any of the aforesaid dates for which
closing prices of the stock are to be determined, then reference shall be made
to the fair market value of the stock on that date, as determined on such basis
as shall be established or specified for the purpose by the Committee.


                  ARTICLE VII-EXERCISE OF OPTION

VII.1. EXERCISE.

         Unless a participant gives written notice to the Company as hereinafter
provided, his or her option to purchase stock with payroll deductions and/or
other contributions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of stock which the
accumulated payroll deductions and other contributions credited to his or her
account at that time will purchase at the applicable option price.
Alternatively, the participant may make a lump-sum payment of the exercise
price. In no case, however, shall the participant purchase more shares than were
granted pursuant to Section 6.01.

VII.2. WITHDRAWAL OF ACCOUNT.

         By written notice to the Company, at any time prior to the Offering
Termination Date applicable to any Offering, a participant may elect to withdraw
all the accumulated payroll deductions and other contributions at such time.



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VII.3. FRACTIONAL SHARES.

         Fractional shares will not be issued under the Plan and any accumulated
payroll deductions and other contributions which would have been used to
purchase fractional shares will be retained in the account for the subsequent
Offering unless the participant does not participate in the next Offering, and
in such event, the balance will be refunded to the participant.

VII.4. TRANSFERABILITY OF OPTION.

         During a participant's lifetime, options held by such participant shall
be exercisable only by that participant.

VII.5. DELIVERY OF STOCK.

         As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant, as appropriate, the
stock purchased upon exercise of the option.


                  ARTICLE VIII-WITHDRAWAL

VIII.1. IN GENERAL.

         As indicated in Section 7.02, a participant may withdraw payroll
deductions and other contributions credited to his or her account under the Plan
at any time by giving written notice to the Company. All of the participant's
payroll deductions and other contributions credited to such participant's
account will be paid promptly after receipt of notice of withdrawal, and no
further payroll deductions or other contributions will be allowed during such
Offering. The Company may, at its option, treat any attempt to borrow by an
Employee on the security of accumulated payroll deductions or other
contributions as an election, under Section 7.02, to withdraw such account.

VIII.2. EFFECT ON SUBSEQUENT PARTICIPATION.

         A participant's withdrawal from any Offering will not have any effect
upon eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company.

VIII.3. TERMINATION OF EMPLOYMENT.

         Upon termination of the participant's employment for any reason,
including retirement (but excluding death while in the employ of the Company or
continuation of a leave of absence for a period beyond 90 days), the payroll
deductions and other contributions credited to such participant account will be



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returned, or, in the case of death subsequent to the termination of employment,
to the person or persons entitled thereto under Section 12.01.

VIII.4. TERMINATION OF EMPLOYMENT DUE TO DEATH.

         Upon termination of the participant's employment because of death, his
or her beneficiary (as defined in Section 12.01) shall have the right to elect,
by written notice given to the Company prior to the earlier of the Offering
Termination Date or the expiration of a period of sixty (60) days commencing
with the date of the death of the participant, either to:

         (a) withdraw all of the payroll deductions and other contributions
credited to the participant's account under the Plan, or

         (b) exercise the participant's option for the purchase of stock on the
Offering Termination Date next following the date of the participant's death for
the purchase of the number of full shares of stock which the accumulated payroll
deductions and other contributions in the participant's account at the date of
the participant's death will purchase at the applicable option price, and any
excess in such account will be returned to said beneficiary.

         In the event that no such written notice of election shall be duly
received by the office of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the participant's
option.

VIII.5. LEAVE OF ABSENCE.

         A participant on leave of absence shall, subject to the election made
by such participant pursuant to Section 5.04, continue to be a participant in
the Plan so long as such participant is on continuous leave of absence. A
participant who has been on leave of absence for more than ninety days and who
therefore is not an Employee for the purpose of the Plan shall not be entitled
to participate in any offering commencing after the ninetieth day of such leave
of absence. Notwithstanding any other provisions of the Plan, unless a
participant on leave of absence returns to regular full-time or part-time
employment with the Company at the earlier of: (a) the termination of such leave
of absence or (b) three months from the ninetieth day of such leave of absence,
such participant's participation in the Plan shall terminate on whichever of
such dates first occurs.


                  ARTICLE IX-INTEREST

IX.1. PAYMENT OF INTEREST.

         Interest shall be paid on amounts contributed to the Plan that were not
used to purchase shares of the Company's common stock. Such amounts will be



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deemed to have earned simple interest during the period from the date of
withholding or contribution, as applicable, to the date of return at the regular
passbook savings account rates per annum in effect at the NationsBank, during
the applicable offering period or, if such rates are not published or otherwise
available for such purpose, at the regular passbook savings account rates per
annum in effect during such period at another major commercial bank selected by
the Committee.


                    ARTICLE X-STOCK

X.1. MAXIMUM SHARES.

         The maximum number of shares which shall be issued under the Plan,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 12.04 shall not to exceed 500,000 for all Offerings. If the total
number of shares for which options are exercised on any Offering Termination
Date in accordance with Article VI exceeds the maximum number of shares for the
applicable offering, the Company shall make a pro rata allocation of the shares
available for delivery and distribution in as nearly a uniform manner as shall
be practicable and as it shall determine to be equitable, and the balance of
payroll deductions and other contributions credited to the account of each
participant under the Plan shall be returned to him or her as promptly as
possible.

X.2. PARTICIPANT'S INTEREST IN OPTION STOCK.

         The participant will have no interest in stock covered by an option
until such option has been exercised.

X.3. REGISTRATION OF STOCK.

         Stock to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs by
written notice to the Company prior to the Offering Termination Date applicable
thereto, in the names of the participant and one such other person as may be
designate by the participant, as joint tenants with rights of survivorship or as
tenants by the entireties, to the extent permitted by applicable law.

X.4. RESTRICTIONS ON EXERCISE.

         The Board of Directors may, in its discretion, require as conditions to
the exercise of any option that the shares of common stock reserved for issuance
upon the exercise of the option shall have been duly listed, upon official
notice of issuance, upon a stock exchange, and that either:




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         (a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or

         (b) the participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that such participant intends to
purchase the shares for investment and not for resale or distribution.

                  ARTICLE XI-ADMINISTRATION

XI.1. APPOINTMENT OF COMMITTEE.

         The Board of Directors shall appoint a committee (the "Committee") to
administer the Plan, which shall consist of no fewer than three members of the
Board of Directors. No member of the Committee shall be eligible to purchase
stock under the Plan.

XI.2. AUTHORITY OF COMMITTEE.

         Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.

XI.3. RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE.

         The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed and
may fill vacancies, however caused, in the Committee. The Committee may select
one of its members as its Chairman and shall hold its meetings at such times and
places as it shall deem advisable and may hold telephonic meetings. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. The Committee may correct any defect
or omission or reconcile any inconsistency in the Plan, in the manner and to the
extent is shall deem desirable. Any decision or determination reduced to writing
and signed by a majority of the members of the Committee shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.




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                  ARTICLE XII-MISCELLANEOUS

XII.1. DESIGNATION OF BENEFICIARY.

         A participant may file a written designation of a beneficiary who is to
receive any stock and/or cash. Such designation of beneficiary may be changed by
the participant at any time by written notice to the Company. Upon the death of
a participant and upon receipt by the Company of proof of identity and existence
at the participant's death of a beneficiary validly designated by him under the
Plan, the Company shall deliver such stock and/or cash to such beneficiary. In
the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such stock and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such stock and/or cash to the spouse
or to any one or more dependents of the participant as the Company may
designate. No beneficiary shall, prior to the death of the participant by whom
he has been designated, acquire any interest in the stock or cash credited to
the participant under the Plan.


XII.2. TRANSFERABILITY.

         Neither payroll deductions nor other contributions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with Section 7.02.

XII.3. USE OF FUNDS.

         All payroll deductions and other contributions received or held by the
Company under this Plan may be used by the Company for any corporate purpose and
the Company shall be not be obligated to segregate such payroll deductions or
contributions.

XII.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

         (a) If, while any options are outstanding, the outstanding shares of
common stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind of shares





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which are subject to purchase under outstanding options and on the option
exercise price or prices applicable to such outstanding options. In addition, in
any such event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately adjusted.
No adjustments shall be made for stock dividends. For the purposes of this
paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.

         (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or stock of the Company to
another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date
upon the exercise of such option for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the Common stock was entitled to
receive upon and at the time of such transaction. The Board of Directors shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.04 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which such holder of such option
might thereafter be entitled to receive.

XII.5. AMENDMENT AND TERMINATION.

         The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the stockholders of the Corporation (i)
increase the maximum number of shares which may be issued under any Offering
(except pursuant to Section 12.04); or (ii) amend the requirements as to the
class of employees eligible to purchase stock under the Plan or permit the
members of the Committee to purchase stock under the Plan. No termination,
modification, or amendment of the Plan may, without the consent of an Employee
then having an option under the Plan to purchase stock, adversely affect the
rights of such Employee under such option.




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XII.6. EFFECTIVE DATE.

         The Plan shall be effective as of September 23, 1997, subject to
approval by the holders of the majority of the common stock present and
represented at a special or annual meeting of the shareholders (or by any other
method of approval adequate under Texas sate law). If the Plan is not so
approved within 12 months of the date the Plan is adopted by the Company's board
of directors, the Plan shall be deemed to have not become effective.

XII.7. NO EMPLOYMENT RIGHTS.

         The Plan does not, directly or indirectly, create any right for the
benefit of any Employee or class of Employees to purchase any shares under the
Plan, or create in any Employee or class of Employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an Employee's employment at any time.

XII.8. EFFECT OF PLAN.

         The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Employee
participating in the Plan, including, without limitation, such Employee's estate
and the executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of such
Employee.

XII.9. NOTICES.

         All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, that is designated by the Company from time to time for the receipt
thereof, and, in the absence of such a designation, the Company's Human
Resources Department.

XII.10. GOVERNING LAW.

         The law of the State of Texas will govern all matters relating to this
Plan except to the extent it is superseded by the laws of the United States.




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