EXHIBIT 10.22





                     PRE PAID CONTENT DISTRIBUTION AGREEMENT

This Agreement is made as of this 14th day of July 2004 ("Effective Date")
between Sabre EMEA Marketing Limited ("Sabre"), a company incorporated in
England having it's principal place of business at 23-59 Staines Road, Hounslow,
Middlesex, TW3 3HE and Onelink4travel Limited ("Onelink4travel"), a company
incorporated in England having it's principal place of business at 1210
Parkview, Arlington Business Park, Reading RG7 4TY

                                  INTRODUCTION

A.   Sabre is a leading provider of information-technology solutions to the
     travel industry.

B.   Onelink4travel aims to distribute and provide a settlement service for
     pre-paid travel content online to travel agents.

C.   The parties desire to enter into an agreement to allow access and
     reservation of pre-paid content held within the Sabre System from
     Participants that have a contractual agreement with Onelink4travel which
     allows Onelink4travel to distribute such content ("Permitted Content").

In consideration of the mutual covenants contained below, the parties agree as
follows:

1.   DEFINITIONS

For the purposes of this Agreement, the following words have the meanings
contained below:


1.1  "Affiliates" shall mean, with respect to a Party, any entity at any time
     Controlling, Controlled by or under common Control with such Party.

1.2  "Agreement" shall mean this Pre Paid Content Distribution Agreement.

1.3  "Control, Controlling or Controlled" shall mean possessing directly or
     indirectly, the power to direct or cause the direction of the management
     and policies of an entity, whether through ownership of voting securities,
     by contract or otherwise.

1.4  "Distribution Phase" will mean the period commencing on the date of the
     First Release.

1.5  "Distribution Tool" will mean the internet-based tool specifically
     configured to allow Onelink4travel customers to book the Permitted Content.

1.6  "First Release" means the first live commercial transaction carried out
     using the Distribution Tool

1.7  "GDS" will mean a global distribution system (commonly referred to as a
     computerised reservation system). A GDS collects, stores, processes,
     displays and distributes information through computer terminals concerning
     air and ground transportation, lodging and other travel related products
     and services offered by travel suppliers and which enables Sabre
     Subscribers to (i) reserve or otherwise confirm the use of, or make
     inquiries or obtain information in relation to, such products and services
     and/or (ii) issue tickets for the acquisition or use of such products and
     services.

1.8  "Participant" means any vendor of travel related products, information or
     services which has an agreement with Sabre or an affiliate of Sabre for the
     display of information regarding its products or services in the Sabre
     System.

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1.9  "Party" shall mean Sabre and Onelink4travel as detailed on the initial page
     of this Agreement.

1.10 "Permitted Content" shall have that meaning set out in paragraph C of the
     Introduction above. As at the date of this Agreement, the parties agree
     that the Permitted Content shall be limited to car and hotel content. The
     parties may extend Permitted Content by mutual written agreement.

1.11 "Sabre Booking" shall mean a travel Segment against which Sabre or an
     affiliate of Sabre receives a booking fee from the Travel Service Provider
     and that is created in or processed through the Sabre System via the
     Distribution Tool.

1.12 "Sabre Exclusives" shall mean Sabre exclusive content contained in the
     Sabre System. As at the date of this Agreement, Sabre Exclusives do not
     form part of the Permitted Content. The parties may extend Permitted
     Content to include Sabre Exclusives by mutual written agreement.

1.10 "Sabre Subscriber" shall mean a person or entity, other than a Travel
     Service Provider using the Sabre System as its internal reservations
     system, which utilises the Sabre System to make reservations.

1.11 "Sabre System" shall mean the Sabre GDS which has electronic facilities
     able to provide, store, communicate, distribute, process and document such
     information as is from time to time stored in the data base created and
     maintained for the Sabre System.

1.12 "Segment" shall mean (1) for hotel bookings, each separate reservation that
     is processed through the Sabre System with an action status code of HK, KK
     or KL regardless of the number of rooms, suites or other accommodations or
     the number of persons or the duration of the stay; (2) for car rental
     bookings, each separate reservation that is processed through the Sabre
     System with an action status code of HK, KK or KL regardless of the number
     of vehicles or persons or the duration of the rental;

1.13 "Transaction" shall mean a grouping of characters transmitted to the Sabre
     System whether such transmission is made in the Sabre System manually or
     automated. Each transmission to the Sabre System from Onelink4travel
     constitutes one Transaction. Transactions will be priced differently
     depending upon the resource impact to the Sabre System. Sabre may change,
     delete or add to Transaction categories at any time with thirty (30) days
     advance notice to Onelink4travel.

1.14 "Travel Service Provider" shall mean a provider of travel-related services,
     including but not limited to, airlines, hotels and car-rental companies.

1.15 "Withholding Taxes" shall mean foreign, federal, and state and local taxes,
     fees, or charges which are imposed on or by reference to gross or net
     income or gross or net receipts and are required under applicable law to be
     withheld by Sabre from payments made to Onelink4travel under this Agreement
     (including any related penalties and interest thereon).

2.   TERM

     This Agreement shall commence on the Effective Date and shall continue for
     a minimum period of 3 (three) years (the "Minimum Period") from either the
     date of First Release of the Distribution Tool or the first anniversary of
     the Effective Date, whichever is earlier. At the end of the Minimum Period,
     and on each subsequent anniversary the Agreement shall continue for further
     periods of 12 months unless either party gives 6 months notice in writing
     to terminate the Agreement, such notice not to expire before the end of the
     Minimum Period or each such extended period. ("Term").

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3.   DISTRIBUTION TOOL

3.1  Onelink4travel shall develop the Distribution Tool and shall be responsible
     for and bear all costs relating to the development of the same.

3.2  In order for the Distribution Tool to access the Permitted Content,
     Onelink4travel and/or their technology partner shall maintain an internet
     connection to the Sabre System at all times using a Cisco router. This
     shall be achieved through use of Sabre's XML Power Tool Kit software,
     licensed to Onelink4travel in accordance with clause 5. This connection
     will be updated to a Web Services connection as part of Sabre's migration
     to that technical standard.

3.3  Onelink4travel's access to the Sabre System during development of the
     Distribution Tool shall be governed by a Developer Access Agreement in the
     form attached at Annex A, which Onelink4travel shall complete and return to
     Sabre prior to development of the Distribution Tool. The terms of the
     Developer Access Agreement shall further govern any access to the Sabre
     System that Onelink4travel may maintain pursuant to Clause 3.2 above,
     notwithstanding that the Developer Access Agreement may have expired
     provided that during the Distribution Phase: (i) the provisions of Clauses
     5.1b, 6.1, 9.1 and 9.2 of the Developer Access Agreement shall cease to
     apply; (ii) Clause 2.2 of the Developer Access Agreement shall be amended
     so that Sabre may revoke all access rights to the Sabre System only in the
     event of misuse of the Sabre System or harm arising to the Sabre System as
     a result of Onelink4travel's acts or omissions; (iii) Clause 2.4 of the
     Developer Access Agreement shall be amended by the deletion of the last
     sentence of the same; and (iv) the definition of `Sabre System' contained
     in the Developer Access Agreement shall be replaced with the definition of
     `Sabre System' as appears in Clause 1 of this Agreement.

3.4  Until such time as Sabre agrees otherwise in writing, Onelink4travel shall
     not permit any travel agent based outside of Europe or in Cyprus to access
     the Permitted Content through the Distribution Tool.

3.5  Prior to First Release, Onelink4travel shall arrange for a presentation of
     and demonstration of the Distribution Tool to Sabre. The display of any
     reference to Sabre or to any Sabre logo within the Distribution tool shall
     be subject to Sabre's written approval.

3.6  Onelink4travel will not discriminate against content from Sabre within
     their portal where content is sourced from multiple sources.

3.7  Onelink4travel shall be solely responsible for ensuring it has secured
     consent from Participants whose Permitted Content it is accessing via the
     Sabre System. Where requested, Onelink4travel shall provide prompt evidence
     of the same to Sabre.

3.8  Onelink4travel shall be responsible for settlement of all payments due to a
     Participant resulting from a Sabre Booking made through the Distribution
     Tool or otherwise due to the Participant as a result of Onelink4travel's
     use of or access to the Permitted Content. Sabre shall have no
     responsibility or involvement in the same.

3.9  Onelink4travel access to the Sabre System shall be limited to the Permitted
     Content. Onelink4travel agrees that it shall only access and make
     available, via the Distribution Tool, the Permitted Content. Onelink4travel
     shall promptly notify Sabre of and make no use of the same any access it
     has to content within the Sabre System other than the Permitted Content.

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4.   SABRE RIGHTS

     In the event that Onelink4travel intends to sell all or any part of its
     intellectual property rights relating to the distribution tool
     Onelink4travel shall notify Sabre who shall be entitled to make an offer to
     purchase such intellectual property rights.

5.   XML POWER TOOLKIT

     Subject to clause 6, Sabre shall license it's XML Power Toolkit software
     ("XML PTK") to Onelink4travel for the Term of this Agreement under those
     terms attached at Annex B.

6.   PAYMENTS AND SABRE HOTEL AND CAR CONTENT BOOKINGS

     6.1 Onelink4travel agrees to provide Sabre with 2,500 Sabre Bookings or, if
     available, 100 sales of Sabre Exclusives content via the Distribution Tool
     during the first year as measured from the date of release of the
     Distribution Tool ("First Year of Release"). In the event that these
     targets or greater are achieved during the First Year of Release, Sabre
     agrees to waive (i) the annual maintenance fee for it's XML PTK and
     connection provided to Onelink4travel in accordance with Clause 5 and (ii)
     any fee for migration of XML PTK to Sabre's Web Services product, which
     Sabre is developing to replace XML PTK. For the avoidance of doubt the
     initial installation charges and the user configuration charges have been
     waived.

6.2  In the event that Onelink4travel does not provide 2,500 Sabre Bookings in
     the First Year of Release but does provide Sabre with 1,500 or more Sabre
     Bookings or, if available, 75 sales of Sabre Exclusives via the
     Distribution Tool in the First Year of Release, Onelink4travel agrees to
     pay Sabre EUR 4,800 (four thousand eight hundred Euros) for the annual
     maintenance fee for it's XML PTK and connection provided to Onelink4travel
     under Clause 5 and Sabre agrees to waive any fee for migration of XML PTK
     to Sabre's Web Services product.

6.3  In the event that Onelink4travel does not provide 1,500 Sabre Bookings or,
     if available, 75 sales of Sabre Exclusives in the First Year of Release,
     Onelink4travel agrees to pay Sabre (i) EUR 4,800 (four thousand eight
     hundred Euros) for the annual maintenance fee for Sabre's XML PTK and
     connection provided to Onelink4travel under Clause 5 and (ii) any fee
     payable for migration of XML PTK to Sabre's Web Services product.

6.4  Onelink4travel shall issue a report detailing all Sabre Bookings made via
     the Distribution Tool to Sabre in each quarter during the Term. Unless
     otherwise stated in the Agreement, Sabre shall invoice Onelink4travel
     quarterly for all sums due to it from the preceding quarter. All payments
     shall be made in Euros or Great British Pounds and shall be due within 30
     days of the date of Sabre's invoice for the same. Where amounts payable are
     quoted in USD (United States Dollars) the parties shall use the applicable
     Euro or Great British Pound exchange rate of HSBC bank, London, on the date
     of invoice to determine the Euro or Great British Pound amount payable. All
     payments to Sabre are exclusive of VAT.

6.5  Sabre shall have the right upon reasonable written notice to audit those
     parts of the Onelink4travel system and records that are relevant to
     bookings via Sabre to determine the accuracy of the booking reports sent to
     Sabre in accordance with Clause 6.4, including those of Onelink4travel
     technology partners. Any information gained by Sabre during such an audit,
     that does not relate to Sabre bookings, will be confidential.

6.6  Onelink4travel agrees to work with Sabre to reduce the number of
     Transactions per Sabre Booking made. In any event, Onelink4travel agrees to
     pay to Sabre an additional charge at Sabre's then prevailing rate for
     processing Transactions that exceed the level of one hundred and five (105)
     Transactions per Sabre Booking. Sabre's prevailing rates for Transactions
     are available on request.

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7.   TRAINING

     Sabre shall provide, and Onelink4travel shall ensure suitable
     Onelink4travel employees (or employees of Onelink4travel's technology
     partner) attend, Sabre System and XML PTK training at times and locations
     to be agreed.

8.   MARKETING

     Sabre will not actively market the Onelink4travel or the Distribution Tool
     to either travel agencies or content suppliers.

9.   TAXES


9.1  Any charges paid hereunder in exchange for products or services provided by
     Onelink4travel are exclusive of any taxes, duties, fees or similar charges,
     however designated, imposed upon or made payable and arising out of sales
     under this Agreement. Sabre shall pay all such taxes now or hereafter due
     and owing, including but not limited to sales, use, value added, or similar
     taxes assessable against the provision of the products or services under
     this Agreement. In the event any such taxes are imposed upon and paid by
     Onelink4travel, Sabre shall promptly reimburse Onelink4travel upon receipt
     of an invoice. However, Sabre shall not be liable for the payment or
     reimbursement to Onelink4travel of 1) any franchise taxes or fees, or any
     taxes measured by or against Onelink4travel's income or property, 2) any
     taxes that arise as a result of Onelink4travel's non-compliance with local
     law, or 3) any value added taxes imposed upon Onelink4travel unless
     Onelink4travel delivers to Sabre an original customs document or value
     added tax invoice showing value added taxes imposed upon Sabre or its
     Affiliates. Upon Sabre's request, Onelink4travel shall invoice and accept
     payment by Sabre or its Affiliates on a local country basis in local
     currency outside of the United States. Onelink4travel shall honor any tax
     exempt certificates provided by Sabre and shall work with Sabre to maximize
     recovery of value added tax (VAT), goods and services tax (GST) and similar
     value added taxes and otherwise reduce taxes under this Agreement.

9.2  If Sabre (i) receives notice or other instructions from a taxing authority
     that Sabre is required to withhold Withholding Taxes or (ii) otherwise
     reasonably believes that it is required under applicable law to withhold
     Withholding Taxes from payments to Onelink4travel or any Affiliate of
     Onelink4travel, Sabre (or such Sabre Affiliate) may withhold Withholding
     Taxes from such payments, in which case it will timely remit such
     Withholding Taxes to the appropriate taxing authority. Onelink4travel may
     provide to Sabre an exemption certificate acceptable to Sabre and to the
     relevant taxing authority, in which case Sabre will not withhold the
     Withholding Taxes covered by such certificate. Onelink4travel acknowledges
     that it will be responsible for all Withholding Taxes.


10.  EXCLUSIVITY

10.1 Save as provided in Clause 10.2 below, this Agreement is non-exclusive and
     both parties are free to contract with other parties for the services
     detailed in this Agreement.


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10.2 Onelink4travel agrees that it shall not contract with any other provider of
     a GDS that competes with Sabre or a Sabre affiliated company in the
     provision of GDS services, to allow such Sabre competitor to access the
     Permitted Content via the Distribution Tool.

11.  RESERVATION SUPPORT

     Onelink4travel shall provide all support to all Sabre Subscribers and
     Participants in relation to the Distribution Tool. Sabre shall provide
     reasonable support to Onelink4travel in relation to queries or problems
     raised by Sabre Subscribers and Participants to Onelink4travel so far as
     the same affect the Sabre System. For the avoidance of doubt Sabre will not
     provide direct support to agencies or suppliers looking to use any part of
     the Onelink4travel system.

12.  TERMINATION

12.1 Either party may terminate this Agreement upon 6 months written notice to
     the other (not to expire prior to the Minimum Period).

12.2 In addition, either party may terminate this Agreement with immediate
     effect by written notice to the other in the event that:

     12.2.1 the other commits a material breach of this Agreement and, if
            capable of remedy, fails to remedy such breach within thirty (30)
            days of receipt of such notice; or

     12.2.2 the other ceases to do business as a going concern, makes an
            assignment for the benefit of creditors, admits in writing its
            inability to pay debts as they become due, acquiesces in the
            appointment of a trustee, receiver or liquidator for it or any
            substantial part of its assets or properties or sells or executes an
            agreement to sell all or substantially all of its assets without the
            consent of Sabre or Onelink4travel as applicable.

13.  INDEMNIFICATION

     Each party will defend, indemnify, and hold the other party, its affiliated
     companies and their respective officers, directors, employees and agents,
     harmless from any and all liabilities, damages and claims (including
     litigation costs, expenses, and attorney's fees) which may be suffered by,
     accrued against, charged to, or recoverable from the other party, its
     affiliated companies or their respective officers, directors, employees, or
     agents, by reason of that party's performance, non-performance, or improper
     performance of the provisions of this Agreement save to the extent any such
     liability, damage and/or claims arise as a result of that party's own act
     or omission, negligence or other default.

14.  LIMITATION OF LIABILITY

14.1 Nothing in this Agreement shall exclude or limit either party's liability
     for death or personal injury arising from negligence.

14.2 Neither Sabre or Onelink4travel shall be liable to the other for any lost
     profits, revenue or savings, or any incidental or consequential damages,
     under any circumstances including, but not limited to the loss of use of
     any data even if either Sabre or Onelink4travel has been advised of or knew
     or should have known of the possibility of such loss.

14.3 Notwithstanding the foregoing and subject to Clause 14.4, each party's
     liability to the other party under this Agreement shall be limited to the
     total amount paid to the other within the 6 month preceding the event
     giving rise to the liability, pursuant to this Agreement.


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14.4 Each party's liability under Clauses 3.7, 3.8, 3.9, 6.2, 6.3, 9 and 11 as
     well as under the Developer Access Agreement and XML PTK license terms
     attached at Annex B shall not be limited by the provisions of Clause 14.3.

15.  NOTICES

     Notices given or required under this Agreement must be in writing and shall
     be deemed delivered upon receipt through recorded delivery:

     to Sabre at the following address:

                  Sabre EMEA Marketing Limited
                  23-59 Staines Road
                  Hounslow
                  Middlesex
                  TW3 3HE

                  (marked for the attention of: Vice President Marketing)

                  with a copy to:

                  Sabre Europe Management Services Limited
                  23-59 Staines Road
                  Hounslow
                  Middlesex
                  TW3 3HE

                  (marked for the attention of: Vice President Legal Services)


     to Onelink4travel at the following address:

                  1210 Parkview
                  Arlington Business Park
                  Reading
                  RG7 4TY

16.  FORCE MAJEURE

     Both parties shall be relieved of their obligations under this Agreement in
     the event and to the extent that performance is delayed or prevented by any
     cause reasonably beyond their control including, but not limited to,
     natural disaster, public enemies, war, civil disorder, fire, flood,
     explosion, labour disputes or strikes, or any acts or orders of any
     governmental authority, inability to obtain supplies and materials or any
     delay or deficiency caused by the electrical or telephone line suppliers or
     other third parties.

17.  NO PARTNERSHIP/AGENCY

     Nothing in this Agreement is intended to or shall operate to create a
     partnership or joint venture of any kind between Sabre and Onelink4travel,
     or to authorise either Sabre or Onelink4travel to act as agent for the
     other, and neither Sabre or Onelink4travel shall have authority to act in
     the name or on behalf of or otherwise to bind the other in any way
     (including, without limitation, the making of any representation or
     warranty, the assumption of any obligation or liability and the exercise of
     any right or power).

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18.  ASSIGNMENT AND SUBCONTRACTING

     Neither party will assign, transfer, license, franchise nor otherwise
     convey this Agreement or any rights or services hereunder to any third
     person without the prior written consent of the other party, which consent
     will not be unreasonably conditioned, delayed or withheld, except that
     Sabre may without consent of Onelink4travel, from time to time assign this
     Agreement and/or delegate the performance of any of its responsibilities
     under this Agreement to (i) any affiliated company of Sabre, and/or (ii)
     any third person with which Sabre is amalgamated, merged or consolidated,
     and/or (iii) to any third person that directly or indirectly acquires all
     or substantially all of the business or assets of Sabre to which this
     Agreement relates. Any third person must have the financial and technical
     capacity to perform the obligations being assumed and Sabre will require
     such assignee or successor to assume all terms and conditions of this
     Agreement. In addition, Onelink4travel shall be entitled to subcontract
     development of the Distribution Tool provided that any subcontractor is
     made aware of Onelink4travels obligations hereunder. Onelink4travel shall
     be responsible for all acts or omissions of its subcontractors.

19.  HEADINGS

     The headings appearing in this Agreement have been inserted as a matter of
     convenience and in no way define, limit or enlarge the scope of this
     Agreement or any of its provisions.

20.  THIRD PARTY RIGHTS

     Except insofar as this Agreement expressly provides that a third party may
     in its own right enforce a term of this Agreement, a person who is not a
     party to this Agreement has no rights under the Contracts (Rights of Third
     Parties) Act 1999 to rely upon or enforce any term of this Agreement. This
     does not affect any right or remedy of a third party which exists or is
     available aside from that Act.

21.  COUNTERPARTS

     This Agreement may be executed by the parties to it in two separate
     counterparts, both of which shall be an original, but all of which shall
     constitute one and the same instrument. The Agreement is not effective
     until each party has executed at least one counterpart.

22.  ANNOUNCEMENTS

     Neither party shall make any announcement relating to this Agreement or its
     subject matter without the prior written approval of the other party except
     as required by law or by any legal or regulatory authority.

23.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement of the parties as to the
     matters set forth herein and shall supersede any previous understandings,
     agreements, representations, statements, negotiations and undertakings,
     whether written or oral, between the parties relating to the matters set
     forth herein. Any amendment to this Agreement must be in writing and signed
     by the authorised representatives of both parties.

24.  CONFIDENTIALITY

     The terms of this Agreement shall be held strictly confidential and neither
     party will disclose the same unless compelled to do so by due process of
     law. In such an event, each party agrees to notify the other as soon as
     possible so as to provide the other party sufficient time to object to the
     disclosure of information.

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25.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of the England and the parties submit to the exclusive jurisdiction of
     the Courts of England.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.

Sabre                                                Onelink4travel




By:                                                  By:
         (Signature)                                          (Signature)


Name:                                                Name:
         (Print name)                                         (Print name)
Title:                                               Title:

Date:                                                Date:






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ANNEX A

Developer Access Agreement















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DEVELOPER ACCESS AGREEMENT

THIS AGREEMENT IS MADE THE ___________ DAY OF ________ 200

BETWEEN:

Sabre Europe Management Services Ltd. of 23-59 Staines Road, Hounslow,
Middlesex, TW3 3HE, United Kingdom ("Sabre"); and

Onelink4travel Limited 1210 Parkview, Arlington Business Park, Reading RG7 4TY
("Developer")

Introduction

A) Developer is a software developer working independently of a subscriber to
the Sabre System and wishes to carry out the Work.

B) In order to carry out the Work the Developer requires access to all or a part
of the Sabre System, and Sabre has agreed to provide the Developer with such
access subject to the terms and conditions of this Agreement.

Now it is hereby agreed as follows:


1.   Definitions
     In this Agreement includes the Introduction and Schedules the following
     expressions shall have the following meanings:

     "Affiliate" means any legal entity that directly or indirectly through one
     or more intermediaries controls, is controlled by, or is under common
     control with another legal entity. For the purposes of this definition
     "control" shall have the meaning ascribed to it in the Company's Act 1985;

     "Business days" means Monday to Friday each week excluding Bank, Public and
     Statutory holidays in the United Kingdom;

     "Charges" means the charges or fees Developer shall pay Sabre for access to
     the Sabre System as set out in clause 3 and Schedule C;

     "Commencement Day" means [ ]or the date the Developer has paid the Charges
     due annually in advance whichever is the later date;

     "Confidential Information" means confidential or proprietary information of
     Sabre and its Affiliates which is disclosed to or observed by Developer as
     part of or in connection with the supply of information or services and
     which pertains to the business of Sabre, or its Affiliates, its products
     and services;

     "Propriety Software" means the propriety software developed and legally
     owned by Sabre or its Affiliates for use in the Sabre System;

     "Sabre System" means the test Sabre computerised reservations system which
     collects, stores, processes, displays and distributes information through
     computer terminals concerning air, ground and sea transportation, lodging
     and other form of travel related products and services offered by third
     parties and which enables subscribers to obtain information about, reserve
     book and ticket such products and services;

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<PAGE>



     "Software" means the Propriety Software and Third Party Software;

     "Third Party Software" means those computer programs licensed to Sabre or
     its Affiliates by third parties for use in the Sabre System;

     "Transaction" means a grouping of characters transmitted to the Sabre
     System whether such transmission is made in the Sabre System manually or
     automated. Each transmission to the Sabre System from Developer or
     Subscriber constitutes one Transaction; and

     "Work" means the services to be performed by the Developer on behalf of the
     Subscriber, brief details of which are set out in Schedule B.

2.   Access

2.1  Subject to the Developer complying with the terms and conditions of this
     Agreement, Sabre shall provide on the Commencement Date access to the Sabre
     System in the manner and to the extent set out herein.

2.2  The Developer acknowledges that Sabre may in it sole discretion at any time
     revoke all or any access rights of the Developer to the Sabre System
     granted hereunder.

2.3  The Developer shall ensure that detailed records are kept of all or any
     interaction with the Sabre System, and details of such records shall be
     provided to Sabre upon demand.

2.4  The Developer acknowledges that it may not be practical or possible to
     offer access to the Sabre System at all times, and times of access to the
     Sabre System shall be at such times as Sabre may decide. Sabre shall
     endeavour to advise the Developer of such times as the Sabre System would
     not be available to the Developer. At the date of this Agreement the Sabre
     System shall be available during Business Days.

2.5  The Developer's access to the Sabre System shall be limited to named
     individuals who are employees or subcontractors or employees of a
     subcontractor of the Developer. At the date of this Agreement the named
     individuals are set out in schedule A. The Developer will ensure that the
     named individuals are technically competent to carry out their tasks. Each
     named individual will be issued with a personalised logon identifier that
     will enable access to the Sabre System. The password associated with that
     logon identifier must not be divulged to any other person. Further named
     individuals may only be added with the prior written consent of Sabre.
     Developer agrees take full responsibility for all its subcontractors and
     for the purpose of all contractual relationships with Sabre, such
     subcontractor and its employees shall be treated as employees of Developer.
     And "employee" shall be construed accordingly in this agreement.

2.6  Developer shall advise Sabre as soon as it is aware any Developer employee
     issued with a logon identifier intends to leave its employ or any Developer
     employee is no longer involved in or requires access to the Sabre System to
     carry out the Work such advise shall state the part (if part only) of the
     Sabre System to which the individual had been granted access.

2.7  Help and advice for forgotten or lost logon identifiers, passwords etc. or
     system problems must be made via the Sabre helpdesk on []. In contacting
     the Sabre help desk the Developer employee must clearly identify himself as
     a non-Sabre employee.

                                                                              12
<PAGE>




2.8  The Developer must immediately advise Sabre on [ ] if any party other than
     those expressly agreed inadvertently gain access to any Sabre data,
     application, system or network. Developer should state clearly the system
     to which access has been granted in addition to the inadvertent access.

2.9  Access to the Sabre System will be provided via the mechanism detailed in
     Schedule C.

2.10 Where the access to the Sabre System is provided using security tokens, the
     cost of the tokens will be borne by Sabre. However, at the close of the
     contract, Sabre require that tokens be returned and if not returned
     reserves the right to make a charge per token of US$300, or the actual
     cost, whichever is the greater.

3.   Costs

3.1  Developer shall be responsible for all costs required to connect to the
     Sabre System including download, electricity and communications charges.

3.2  Where the access mechanism to the Sabre System entails the use of dial-back
     communications Developer will be responsible for dial-back telephone
     session charges as recorded and invoiced by Sabre.

3.3  Developer agrees to pay to Sabre the Charges due on an annual basis in
     advance.

3.4  Developer shall pay all Charges within ten days of the date of an invoice
     from Sabre.

3.5  All Charges are stated exclusive of any applicable VAT, sales or other
     local taxes.

4.   Software

4.1  The Developer shall have no right to access or use the source code of the
     Software and the Developer agrees that it shall not attempt to reverse
     compile, decompile, dissemble or reverse engineer the Software nor shall it
     amalgamate, amend, incorporate, modify, reproduce, translate or otherwise
     install the same into or with any other software or use the same in
     conjunction with any other software.

4.2  The Developer shall not attempt to make any part of the Software or the
     documentation thereof available or otherwise allow access to the same to
     any third party, expect as required by law. The Developer shall not use the
     Software or documentation for the benefit of any third party save to the
     extent the Subscriber has such rights of use under its contract with Sabre
     or its Affiliates.

4.3  The Proprietary Software and all intellectual property rights of what so
     ever nature in such Proprietary Software and the documentation therefore
     are and shall remain the property of Sabre and Sabre reserves the right to
     grant licences to use such Proprietary Software to any other party or
     parties.

4.4  The Developer hereby acknowledges that it is responsible at its own cost
     for:

     (a)  ensuring that it is fully authorised to use the Third Party Software;

     (b)  observing the terms and conditions of all Third Party Software
          contracts; and

     (c)  shall indemnify Sabre against any loss or damage it may suffer as a
          result of the Developer's breach of any such terms and conditions.

                                                                              13
<PAGE>





4.6  Sabre may treat the Developers breach of any Third Party Software contract
     as a breach of this Agreement.

5.   Developers Responsibility

5.1  The Developer shall:

     (a)  ensure that the Sabre System is only accessed by competent,
          experienced and adequately trained employees;

     (b)  not make any live or real time booking, whether utilising access
          rights provided to a Sabre subscriber or otherwise, without Sabre's
          prior written consent and shall ensure that if consent is given in
          addition to any other condition Sabre shall impose such booking is:
          not of a type that cannot be cancelled or only cancelled with cost; is
          not made for a time or on a service for which there is high or limited
          demand; is not for a departure date less than 6 months from the date
          of booking ; and, Developer shall ensure all such bookings are
          cancelled within 24 hours of being made;

     (c)  co-operate fully with Sabre personnel in diagnosing any error or
          defects in the Sabre System discovered by the Developer or arising as
          a result or in connection with the Work;

     (d)  not link the Sabre System to any other network beyond that described
          in the Work;

     (e)  take due care to control physical access to equipment that could be
          used to gain access to the Sabre System network, systems, applications
          and/or data;

     (f)  be responsible for the provision, installation and maintenance of all
          software, hardware and other equipment which will match a
          specification produced by Sabre for the purpose of ensuring
          connectivity and interoperability with the Sabre System;

     (g)  ensure Developer employees do not disclose any Sabre information,
          data, programs or procedures without the prior written consent of
          Sabre. This shall include this Agreement itself;

     (h)  ensure that Developer employees do not use any information, data,
          programs or procedures for Sabre systems for any purpose other than
          the provision of the Works;

     (i)  take all reasonable steps to ensure the security of connections to
          Sabre; and,

     (j)  ensure all software, and or computer media including but not limited
          to floppy disks, tapes and compact disks used by Developer on the
          Sabre System shall be checked by Developer prior to use and shown to
          be free from computer viruses.

6.   Security Policy and Data Protection

6.1  The Developer confirms that its sub contractor has a written information
     security policy in place that is in line with British Standard BS7799 `A
     Code Of Practice For Information Security Management'. The Developer
     confirms that they are working towards compliance with BS7799.

6.2  Sabre and Developer will observe the requirements of the UK Data Protection
     Act (1998) or any local national equivalent in respect of personal data,
     the European Commission Computer Reservation System Code of Conduct and all
     other applicable law or legislation in relation to the Work anticipated
     under this Agreement.


                                                                              14
<PAGE>




7.   Confidentiality

7.1  Unless expressly authorised in writing by Sabre, Customer agrees to retain
     the Confidential Information in confidence and shall not copy or disclose
     the Confidential Information to or use the Confidential Information for the
     benefit of any third party other than the Subscriber. Confidential
     Information shall only be disclosed to Customer's employees and
     Subscriber's employees and, even then, only to the extent that such
     employees have a specific need to know of the Confidential Information.
     Before receiving any part of the Confidential Information, Customer's and
     Subscriber's employees shall be required to read this Agreement and, by
     receiving such Confidential Information, such employees shall acknowledge
     and agree to abide by Customer's obligations hereunder.

7.2  Notwithstanding any other provisions of the Agreement, each party
     acknowledges that Confidential Information shall not include any
     information which:

     (a)  is or becomes publicly known through no wrongful act of Developer; or

     (b)  is, at the time of disclosure under this Agreement, already known to
          Developer without restriction on use or disclosure: or

     (c)  is, or subsequently becomes, rightfully and without breach of any
          obligations or agreement, in Developers possession without any
          obligation restricting use or disclosure; or

     (d)  is independently developed by Developer without breach of this
          Agreement.

7.3  Developer will be relieved of its obligations to maintain confidentiality
     hereunder if, and to the extent, that Confidential Information:

     (a)  is disclosed pursuant to the lawful requirement or request of a
          governmental agency, or disclosure is required by operation of law,
          provided that Developer has given notice to Sabre and had made a
          reasonable attempt to obtain a protective order limiting disclosure
          and use of the information so disclosed; or

     (b)  is explicitly approved for release by written authorisation of Sabre.

7.4  Upon the written request and instruction of Sabre delivered at any time,
     Developer agrees to return to Sabre or destroy all copies of the
     Confidential Information and all notes, memoranda or analyses relating
     thereto in whatever form or medium such copies, notes, memoranda or
     analyses may be held including, but not limited to, any such items held
     electronically or in any information storage and retrieval system.

7.5  No licence, express or implied, in the Confidential Information is granted
     to Developer other than to use the information in the manner and to the
     extent authorised by this Agreement. Sabre and its affiliates shall retain
     title and full ownership rights to the Confidential Information.

8.   Monitoring

8.1  Sabre reserves the right to monitor the Developer's use of the Sabre
     System.

                                                                              15
<PAGE>




8.2  Sabre reserve the right to use electronic mechanisms to monitor Developer's
     potential connections to the Sabre System relating to the connections
     necessitated by this Agreement.

9.   Term and Termination

9.1  Subject to the provision of clause 9.2 and 9.3 the term of this Agreement
     shall be one year from the Commencement Date.

9.2  Either party may terminate this Agreement at any time upon immediate
     written or verbal notice to the other party.

9.3  Sabre may terminate this Agreement at any time upon immediate written or
     verbal notice to Developer in the event the Developer is in breach of this
     Agreement.

9.4  In the event Sabre terminates this Agreement in accordance with the
     provisions of clause 9.2 or the Developer terminates in accordance with the
     provisions of clause 11.1 but not otherwise the Developer shall be entitled
     to a pro-rata refund of any Charges paid in advance.

9.5  Upon termination of this Agreement for whatever reason all rights of access
     granted hereunder shall cease and the clauses of this Agreement which are
     not fully performed or are capable of having effect thereafter shall
     survive and remain in full force and effect beyond the termination or
     expiration of this Agreement.

9.6  Sabre and Developer are free to pursue any one or all of the remedies
     available to it for breach of this Agreement including injunctive relief,
     and the fact that it may delay or forego certain remedies at any time shall
     not constitute a waiver of such remedy or an election of remedies.

10   Liability and indemnity

10.1 In the event of a material malfunction or defect in an unaltered component
     of the Sabre System that can be reproduced by Sabre, Sabre will provide
     reasonable services to correct such malfunction or defect. Developer will
     supply Sabre with such input files and other materials as may be necessary
     to enable Sabre to diagnose and correct the malfunction or defect. The
     foregoing shall be Developer's sole and exclusive remedy for any
     malfunction or defect in the Sabre System. If such malfunction or defect
     materially impairs Developer's use of the Sabre System and cannot be cured
     as provided in this Section 11.1, then Developer's alternate sole and
     exclusive remedy shall be to terminate this Agreement.

10.2 Sabre shall not be liable to Developer for any incidental, or consequential
     damages, under any circumstances including, but not limited to, lost
     profits, revenue or savings, or the loss of use of any data even if Sabre
     has been advised of, knew or should have known of the possibility thereof.
     Notwithstanding the foregoing, Sabre's liability to Developer hereunder
     shall be limited to the total amount of Charges paid by Developer to Sabre
     pursuant to this Agreement.

10.3 Notwithstanding any other provision of this Agreement, Sabre does not
     limit, exclude, or restrict its liability for death or personal injury
     arising from negligence.

10.4 The Contractor shall indemnify and hold harmless and keep indemnified and
     harmless Sabre against all loss, damage, claims, demands, actions, cost
     charges, expenses and liabilities of what so ever nature arising out of or
     in connection with any breach of the terms of this Agreement.

                                                                              16
<PAGE>





11   General provisions

11.1 Developer shall not transfer or assign this Agreement, or any right or
     obligation under it, by operation of law or otherwise, and any attempt to
     transfer or assign will render this Agreement null and void.

11.2 Written notices given or required under this Agreement shall be deemed
     delivered if sent by mail, courier, or postage prepaid, in English to the
     addresses set forth above for Developer and Sabre.

11.3 A failure of either party to require strict performances to enforce a
     provision of this Agreement or a previous waiver or forbearance by either
     party shall in no way be construed as a waiver or continuing waiver of any
     provision of this Agreement.

11.4 The validity, construction and performance of this Agreement shall be
     governed by English law and the parties accept the exclusive jurisdiction
     of the English Courts in respect thereof.




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

Signed for and on behalf of                 Signed for and on behalf of
Developer:                                  Sabre:



Signed by                                   Signed by
         ---------------------------                  -------------------------

Title                                       Title
         ---------------------------                  -------------------------

Witnessed by                                Witnessed by
              --------------------                        -------------------





                                                                              17
<PAGE>



SCHEDULE A


List of Developers employees to have access to Sabre System.

To be notified by Developer to Sabre from time to time.











                                                                              18
<PAGE>



SCHEDULE B

Description of Works

To develop an XML messaging interface between the Onelink4travel portal and
settlement system and the Sabre System that will enable users of the
Onelink4travel service to access inventory availability, inventory data,
inventory pre-paid rates and to make bookings on third party reservation systems
that are
     (a)  Hosted on the Sabre System

     (b)  Support a pre-paid rate offered to users of the Onelink4travel service
          provided that the Service Provider has a contract with such third
          parties that permit it to offer the third party's pre-paid products
          through the Onelink4travel service.









                                                                              19
<PAGE>




SCHEDULE C

Charges

Year One - No Charges

Subsequent years - as per Clauses 6.1, 6.2 and 6.3 of the Content Distribution
agreement














                                                                              20
<PAGE>



     Annex B

     XML PTK License Terms



1.   License

(a)  Authorized Use. Sabre grants you a non-exclusive license to use the
     Software on a single computer (i.e., a single CPU) at a single location. If
     the single computer on which the Software is used is a multi-user system,
     this license covers all users on that single system. You may physically
     transfer the Software from one computer to another provided that the
     Software is used on only one computer at a time. You may not electronically
     transfer the Software from one computer to another over a network. "Use"
     means storing, loading, installing, executing or displaying the Software.
     You may make one copy of the Software for back-up purposes only. Sabre
     reserves all rights not expressly granted to you.

(b)  Restrictions. You acknowledge that the Software and its structure,
     organization, and source code constitute valuable trade secrets of Sabre.
     Accordingly, you agree not to (i) modify, adapt, alter, translate, or
     create derivative works from the Software; (ii) distribute, sublicense,
     lease, rent, or loan the Software to any third party; (iii) reverse
     engineer, decompile, disassemble, or otherwise attempt to derive the source
     code for the Software; (iv) otherwise use or copy the Software except as
     expressly allowed herein; or (v) export or re-export the Software without
     all required government licenses. Notwithstanding the above, decompiling
     the Software is permitted to the extent the laws of your jurisdiction give
     you the right to do so to obtain information necessary to render the
     Software interoperable with other software; provided, however, that you
     must first request such information from Sabre and Sabre may, in its
     discretion, either provide such information to you or impose reasonable
     restrictions, including a reasonable fee, on such use of the Software to
     ensure that Sabre's and its suppliers' proprietary rights in the Software
     are protected.

(c)  Transfer. You may not transfer the Software without Sabre's prior written
     consent. Prior to any such transfer, the recipient must agree to accept the
     terms and conditions of this Agreement. If you transfer the Software, you
     must transfer all computer programs and documentation and erase any copies
     residing on your computer equipment.

(d)  Use of Compiled Programs. Notwithstanding the above, you may use compiled
     programs created through use of the Software only on your computers for
     which you have obtained a valid license from Sabre for use of the XML Power
     Tool Kit software. Use of such compiled programs will be governed by the
     terms of the XML Power Tool Kit software license. You may create code that
     will be combined with such compiled programs.



2.   Support

(a)  Scope of Support Services. Sabre shall provide unlimited monthly software
     support via telephone for technical configuration ("Support Services").

(b)  Error Reporting. You agree to:

               (1)  During normal business hours provide on-site, a technical
                    coordinator trained in software/database administration,
                    operations and preventative maintenance procedures (the
                    "Technical Coordinator").
               (2)  Log each incident, completely describing the specific event
                    and documenting all aspects of the incident (users involved,
                    data inputs, completed description of the incident, etc).

                                                                              21
<PAGE>



               (3)  The Technical Coordinator will coordinate with the software
                    user, hardware/operating system vendors, and the qualified
                    LAN administrator to confirm problems originate in the
                    Software.
               (4)  Promptly communicate to Sabre in writing any Software Errors
                    ("Problem Report") by communicating the incident to the
                    Sabre Help Desk.
               (5)  Notify Sabre in writing of any modifications made by you to
                    the hardware or operating software configuration.
               (6)  Promptly install solutions sent by Sabre to remedy
                    malfunctions.
               (7)  Promptly install, or assist in installing, all Revised
                    Releases that Sabre may release during the term of this
                    Agreement, as directed by Sabre.
               (8)  Provide a telephone near the equipment to be used by you
                    while a joint effort is being made to diagnose and remedy
                    Errors via telephone communication.
               (9)  Allow Sabre full and free access to your information
                    Software site for on-site maintenance and repairs of the
                    Software.
               (10) Advise Sabre of any change of location of the Software.
               (11) Be responsible for maintaining a procedure for
                    reconstruction of lost or altered files, data, or programs,
                    and for actually reconstructing any lost or altered files,
                    data or programs.
               (12) Provide Sabre with sufficient support and test time on your
                    computer Software to duplicate the Error, certify that the
                    Error is with the Software, and certify that the Error has
                    been corrected.
               (13) Install and maintain for the term of this Agreement, a modem
                    and associated high-speed dial-up telephone line for access
                    by Sabre to your computer environment. You will be
                    responsible for the installation, maintenance and use of
                    such equipment and associated telephone line use charges.
               (14) Comply with any other reasonable request of Sabre in
                    connection with the performance of services hereunder.

(c)  Sabre Modifications. Sabre may, at its discretion, upon notice to you and
     with no additional charge, make modifications to the Software. Such
     modifications will not jeopardize the functionality of the Software or
     coverage of the Software under this Section.

(d)  Error Correction. You recognize that Sabre, after using all reasonable
     efforts, may not be able to resolve an Error identified hereunder and that
     such inability shall not be considered a breach or event of default under
     this Agreement, nor be the cause of any liability of Sabre to you. In the
     event that Sabre notifies you that it will be unable to correct an Error in
     the Software, you may at your option, and as your sole and exclusive
     remedy, terminate this Agreement. Upon such termination, neither party
     shall have any obligation or liability to the other in connection with this
     Agreement except that Sabre will reimburse to you the pro rata share
     (prorated on a straight-line basis) of the applicable Maintenance Fee paid
     for the annual period in which the Maintenance Services were terminated.

(e)  No Obligation Regarding Old Versions. Sabre shall have no obligation to fix
     Errors in any version of the Software other than the most current version
     of the Software and the immediately preceding version of the Software.


3.   Ownership

The Software is owned and copyrighted by Sabre or its third party suppliers.
Your license confers no title or ownership in the Software and is not a sale of
any rights in the Software. Sabre's third party suppliers may protect their
rights in the event of any violation of these provisions.




                                                                              22
<PAGE>



4.  Termination

This license is effective until terminated. This license will terminate
automatically without notice from Sabre if you fail to comply with any provision
of this license. Upon termination, you shall destroy the written materials and
all copies of the Software, including modified copies, if any.



5.  Limited Warranty

For ninety (90) days from your receipt of the Software, Sabre warrants that the
media (for example, the diskette) on which the Software is contained will be
free from defects in materials and workmanship. This warranty does not cover
damage caused by improper use or neglect. To obtain warranty service during the
90-day warranty period, you may return the Software (postage paid) with a
description of the problem to Sabre. Sabre's entire liability and your exclusive
remedy as to the disk(s) shall be, at Sabre's option, either (a) return of the
purchase price for the Software, or (b) replacement of the defective media. Any
replacement media will be warranted for the remainder of the original warranty
period or 30 days, whichever is longer. Nothing in this license shall act to
restriction or exclude Sabre's liability for death or personal injury caused by
negligence, which shall be unlimited.



6.  Disclaimer of Warranty and Limitation of Remedies

Except for the express warranties provided herein, the Software and any compiled
programs created using the Software are furnished "AS IS" WITHOUT WARRANTY OF
ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY SABRE, ITS AGENTS OR EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY
NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SABRE DOES NOT WARRANT, GUARANTEE,
OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE
SOFTWARE, COMPILED PROGRAMS CREATED USING THE SOFTWARE, OR WRITTEN MATERIALS IN
TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE
ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND ANY COMPILED
APPLICATIONS CREATED USING THE SOFTWARE IS ASSUMED BY YOU. NEITHER SABRE NOR
ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE
SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR
INABILITY TO USE SUCH PRODUCT EVEN IT SABRE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS AGREEMENT SHALL ACT
TO LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, LIABILITY
FOR WHICH SHALL BE UNLIMITED.



7.  Governing Law

This license shall be governed by the laws of England, without regard to its
conflict of laws principles.







                                                                              23