SECURITY AGREEMENT

      SECURITY AGREEMENT, dated as of October 21, 2005 (this "Agreement"), among
OneTravel  Holdings,  Inc., a Delaware  corporation (the  "Company"),  Farequest
Holdings,  Inc., a Delaware corporation  ("Farequest"),  and OneTravel,  Inc., a
Texas corporation  ("OneTravel" and, together with Farequest,  the "Guarantors")
(the Company and Guarantors are collectively referred to as the "Debtors"),  the
holder or holders of the Company's 9% Secured  Debenture due October [__],  2008
in the original  aggregate  principal amount of $[12,600,000] (the "Debenture"),
signatory hereto, their endorsees,  transferees and assigns  (collectively,  the
"Secured Parties") and Agent (as hereinafter defined).

                              W I T N E S S E T H:

      WHEREAS,  pursuant to that certain Securities  Purchase Agreement dated as
of the date hereof, to which the Company and the Secured Parties are parties (as
amended,  modified  or  supplemented  from time to time in  accordance  with its
terms, the "Purchase  Agreement"),  the Secured Parties have severally agreed to
extend the loans to the Company evidenced by the Debenture;

      WHEREAS,  pursuant to a certain Subsidiary  Guarantee dated as of the date
hereof (the  "Guaranty"),  the Guarantors  have jointly and severally  agreed to
guaranty and act as surety for payment of such loans; and

      WHEREAS,  in order to induce  the  Secured  Parties  to  extend  the loans
evidenced  by the  Debentures,  each Debtor has agreed to execute and deliver to
the Agent, for the benefit of the Secured  Parties,  this Agreement and to grant
to the Secured  Parties,  pari passu with each other Secured  Party,  a security
interest  in certain  property  of such  Debtor to secure  the  prompt  payment,
performance and discharge in full of all of the Company's  obligations under the
Debenture and the other Debtors' obligations under the Guaranty.

      NOW,  THEREFORE,  in consideration of the agreements  herein contained and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

      1. Certain  Definitions.  Capitalized terms used but not otherwise defined
herein  shall have the meaning  given such terms in the Purchase  Agreement.  As
used in this Agreement, the following terms shall have the meanings set forth in
this Section 1. Terms used but not otherwise  defined in this Agreement that are
defined in Article 9 of the UCC (such as "account", "chattel paper", "commercial
tort claim", "deposit account", "document",  "equipment",  "fixtures",  "general
intangibles",  "goods",  "instruments",   "inventory",   "investment  property",
"letter-of-credit  rights",  "proceeds" and "supporting obligations") shall have
the respective meanings given such terms in Article 9 of the UCC.



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<PAGE>

      (a)  "Collateral"  means the  collateral in which the Secured  Parties are
granted a security  interest  by this  Agreement  and which  shall  include  the
following personal property of the Debtors,  whether presently owned or existing
or  hereafter  acquired or coming into  existence,  wherever  situated,  and all
additions and accessions thereto and all substitutions and replacements thereof,
and all proceeds, products and accounts thereof, including,  without limitation,
all  proceeds  from the sale or  transfer  of the  Collateral  and of  insurance
covering  the same and of any  tort  claims  in  connection  therewith,  and all
dividends,  interest, cash, notes, securities, equity interest or other property
at any time and from time to time acquired,  receivable or otherwise distributed
in respect of, or in exchange  for,  any or all of the  Pledged  Securities  (as
defined below):

            (i) All goods,  including,  without limitations,  (A) all machinery,
      equipment,   computers,  motor  vehicles,  trucks,  tanks,  boats,  ships,
      appliances,  furniture,  special and  general  tools,  fixtures,  test and
      quality  control  devices and other equipment of every kind and nature and
      wherever  situated,  together  with all  documents of title and  documents
      representing the same, all additions and accessions thereto,  replacements
      therefor, all parts therefor, and all substitutes for any of the foregoing
      and all other  items  used and  useful  in  connection  with any  Debtor's
      businesses and all improvements thereto; and (B) all inventory;

            (ii) All contract rights and other general  intangibles,  including,
      without limitation, all partnership interests, membership interests, stock
      or other  securities,  rights under any of the  Organizational  Documents,
      agreements related to the Pledged Securities,  licenses,  distribution and
      other agreements,  computer software  (whether  "off-the-shelf",  licensed
      from any  third  party or  developed  by any  Debtor),  computer  software
      development rights,  leases,  franchises,  customer lists, quality control
      procedures, grants and rights, goodwill,  trademarks, service marks, trade
      styles, trade names, patents, patent applications,  copyrights, and income
      tax refunds;

            (iii) All accounts, together with all instruments,  all documents of
      title representing any of the foregoing,  all rights in any merchandising,
      goods,  equipment,  motor  vehicles  and trucks  which any of the same may
      represent,  and all right, title,  security and guaranties with respect to
      each account, including any right of stoppage in transit;

            (iv) All documents, letter-of-credit rights, instruments and chattel
      paper;

            (v) All commercial tort claims;



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<PAGE>

            (vi) All deposit  accounts and all cash (whether or not deposited in
      such deposit accounts);

            (vii) All investment property;

            (viii) All supporting obligations;

            (ix) All files,  records,  books of account,  business  papers,  and
      computer programs; and

            (x) the products and proceeds of all of the foregoing Collateral set
      forth in clauses (i)-(ix) above.

            Without  limiting the generality of the foregoing,  the "Collateral"
      shall include all investment property and general  intangibles  respecting
      ownership  and/or  other  equity  interests  in  each  Guarantor,  and all
      certificates  representing  such shares  and/or  equity  interests and all
      rights, options, warrants, stock, other securities and/or equity interests
      that may hereafter be received,  receivable or  distributed in respect of,
      or  exchanged  for,  any of the  foregoing  (all  of the  foregoing  being
      referred to herein as the  "Pledged  Securities")  and all rights  arising
      under or in connection  with the Pledged  Securities,  including,  but not
      limited to, all dividends, interest and cash.

            Notwithstanding  the  foregoing,  nothing  herein shall be deemed to
      constitute  an  assignment  of  any  asset  which,  in  the  event  of  an
      assignment,  becomes void by operation of applicable law or the assignment
      of which is otherwise  prohibited by  applicable  law (in each case to the
      extent that such applicable law is not overridden by Sections 9-406, 9-407
      and/or  9-408  of the UCC or  other  similar  applicable  law);  provided,
      however,  that to the extent  permitted by applicable  law, this Agreement
      shall  create a valid  security  interest in such asset and, to the extent
      permitted by applicable  law, this Agreement shall create a valid security
      interest in the proceeds of such asset.

      (b)  "Farequest  Note" shall mean the  "Farequest  Note" as defined in the
Purchase  Agreement,  as  such  Farequest  Note  may  be  amended,  modified  or
supplemented from time to time in accordance with their terms.

      (c) "Farequest Note  Documents"  shall mean the "Farequest Note Documents"
as defined in the Purchase  Agreement,  as such  Farequest Note Documents may be
amended,  modified or  supplemented  from time to time in accordance  with their
terms.



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<PAGE>

      (d) "Intellectual  Property" means the collective reference to all rights,
priorities and privileges  relating to  intellectual  property,  whether arising
under United  States,  multinational  or foreign laws or  otherwise,  including,
without  limitation,  (i) all  copyrights  arising  under the laws of the United
States,  any  other  country  or  any  political  subdivision  thereof,  whether
registered  or  unregistered   and  whether   published  or   unpublished,   all
registrations  and  recordings  thereof,  and  all  applications  in  connection
therewith,  including,  without  limitation,  all registrations,  recordings and
applications in the United States Copyright  Office,  (ii) all letters patent of
the United States, any other country or any political  subdivision  thereof, all
reissues and extensions thereof,  and all applications for letters patent of the
United  States  or any  other  country  and  all  divisions,  continuations  and
continuations-in-part  thereof,  (iii) all  trademarks,  trade names,  corporate
names,  company names,  business names,  fictitious business names, trade dress,
service marks, logos, domain names and other source or business identifiers, and
all  goodwill  associated  therewith,  now  existing  or  hereafter  adopted  or
acquired,  all  registrations  and recordings  thereof,  and all applications in
connection  therewith,  whether in the United States Patent and Trademark Office
or in any similar  office or agency of the United  States,  any State thereof or
any other country or any political  subdivision  thereof, or otherwise,  and all
common law rights related thereto, (iv) all trade secrets arising under the laws
of the United States,  any other country or any political  subdivision  thereof,
(v) all rights to obtain any reissues,  renewals or extensions of the foregoing,
(vi) all licenses for any of the  foregoing,  and (vii) all causes of action for
infringement of the foregoing.

      (e) "Liens" means a lien, charge, security interest, encumbrance, right of
first refusal, preemptive right or other restriction.

      (f) "Majority in Interest" shall mean, at any time of  determination,  the
majority in interest (based on then-outstanding  principal amounts of Debentures
at the time of such determination) of the Secured Parties.

      (g) "Necessary  Endorsement"  shall mean undated stock powers  endorsed in
blank or other proper  instruments  of  assignment  duly executed and such other
instruments  or  documents  as the  Agent (as that term is  defined  below)  may
reasonably request.

      (h) "Obligations"  means all of the liabilities and obligations  (primary,
secondary,  direct, contingent, sole, joint or several) due or to become due, or
that are now or may be hereafter  contracted  or  acquired,  or owing to, of any
Debtor to the Secured Parties under this Agreement, the Debentures, the Guaranty
and any  other  instruments,  agreements  or  other  documents  executed  and/or
delivered in  connection  herewith or  therewith,  in each case,  whether now or
hereafter existing,  voluntary or involuntary,  direct or indirect,  absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,
and  whether  or not from  time to time  decreased  or  extinguished  and  later
increased,  created or incurred,  and all or any portion of such  obligations or
liabilities  that are paid,  to the  extent  all or any part of such  payment is
avoided or recovered directly or indirectly from any of the Secured Parties as a
preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented,  converted,  extended  or  modified  from  time to  time.  Without
limiting the generality of the foregoing,  the term "Obligations" shall include,
without  limitation:  (i) principal of, and interest on the  Debentures  and the
loans  extended  pursuant  thereto;  (ii) any and all other  fees,  indemnities,
costs,  obligations and liabilities of the Debtors from time to time under or in
connection  with this  Agreement,  the  Debentures,  the  Guaranty and any other
instruments,   agreements  or  other  documents  executed  and/or  delivered  in
connection  herewith  or  therewith;  and (iii) all amounts  (including  but not
limited to  post-petition  interest) in respect of the  foregoing  that would be
payable  but  for  the  fact  that  the  obligations  to pay  such  amounts  are
unenforceable   or  not   allowable  due  to  the  existence  of  a  bankruptcy,
reorganization or similar proceeding involving any Debtor.



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<PAGE>

      (i)  "Organizational  Documents"  means with  respect to any  Debtor,  the
documents  by  which  such  Debtor  was  organized  (such  as a  certificate  of
incorporation,  certificate of limited  partnership or articles of organization,
and including, without limitation, any certificates of designation for preferred
stock or other  forms of  preferred  equity)  and which  relate to the  internal
governance  of such  Debtor  (such as  bylaws,  a  partnership  agreement  or an
operating, limited liability or members agreement).

      (j) "Permitted Liens" means the individual and collective reference to the
following:  (a) Liens for taxes,  assessments and other governmental  charges or
levies  not yet due or Liens  for  taxes,  assessments  and  other  governmental
charges or levies being  contested in good faith and by appropriate  proceedings
for which adequate reserves (in the good faith judgment of the management of the
Debtors) have been established in accordance with GAAP, (b) Liens imposed by law
which were  incurred in the  ordinary  course of  business,  such as  carriers',
warehousemen's  and mechanics'  Liens,  statutory  landlords'  Liens,  and other
similar Liens arising in the ordinary  course of business,  and (x) which do not
individually  or in the  aggregate  materially  detract  from the  value of such
property or assets or materially  impair the use thereof in the operation of the
business  of the  Debtors  or (y)  which are being  contested  in good  faith by
appropriate  proceedings,  which  proceedings  have the effect of preventing the
forfeiture  or sale of the  property  or asset  subject to such Lien,  (c) Liens
incurred in connection with Permitted Indebtedness (as defined in the Debenture)
under clause (f)  thereunder  provided that such Liens are not secured by assets
of the Debtors other than the assets so acquired or leased and  replacements and
proceeds  thereof,  (d) Liens in favor of the Secured Parties created under this
Agreement, (e) the Prior Liens, (f) Liens (other than any Lien imposed by ERISA)
consisting of pledges or deposits required in the ordinary course of business in
connection with workers'  compensation,  unemployment insurance and other social
security  legislation  or  to  secure  the  performance  of  tenders,  statutory
obligations, surety, stay, customs and appeals bonds, bids, leases, governmental
contracts,  trade  contracts,  performance  and return of money  bonds and other
similar obligations (exclusive of obligations for the payment of borrowed money)
or to secure liability to insurance  carriers,  (g) Liens consisting of judgment
or judicial  attachment  liens,  provided that the  enforcement of such Liens is
effectively stayed and all such Liens secure claims in the aggregate at any time
outstanding  for the Company and its  Subsidiaries do not exceed  $150,000,  (h)
easements,  rights-of-way, zoning and other restrictions, minor defects or other
irregularities in title, and other similar encumbrances incurred in the ordinary
course of business which, in the aggregate,  do not in any case interfere in any
material respect with the ordinary conduct of the businesses of the Company, (i)
Liens arising from precautionary UCC financing  statements filed under any lease
permitted by the Transaction  Documents and (j) Liens arising from travel agency
regulations relating to customer funds.

      (k) "Prior Liens" means (i) in the case of the  Collateral of the Company,
the Liens of the holders of the Seller Notes under the Seller Note  Documents as
of the date hereof (the "Seller  Liens") and (ii) in the case of the  Collateral
of Farequest,  the Liens of the holder of the Farequest Note under the Farequest
Note  Documents as of the date hereof (the  "Farequest  Note Liens");  provided,
however,  under no circumstances  shall a Prior Lien include any Liens on any of
the assets of One Travel, Inc., a Texas corporation, or any subsidiary thereof.

      (l) "Seller  Note  Documents"  shall mean the "Seller Note  Documents"  as
defined in the Purchase Agreement, as such Seller Note Documents may be amended,
modified or supplemented from time to time in accordance with their terms.

      (m)  "Seller  Notes"  shall  mean the  "Seller  Notes" as  defined  in the
Purchase  Agreement,   as  such  Seller  Notes  may  be  amended,   modified  or
supplemented from time to time in accordance with their terms.

      (n) "UCC" means the Uniform  Commercial  Code of the State of New York and
or any other applicable law of any state or states which has  jurisdiction  with
respect to all, or any portion of, the Collateral or this  Agreement,  from time
to time. It is the intent of the parties that defined terms in the UCC should be
construed  in  their  broadest  sense  so that  the  term  "Collateral"  will be
construed in its broadest  sense.  Accordingly  if there are, from time to time,
changes to  defined  terms in the UCC that  broaden  the  definitions,  they are
incorporated herein and if existing  definitions in the UCC are broader than the
amended definitions, the existing ones shall be controlling.

      2. Grant of Security Interest. As an inducement for the Secured Parties to
extend the loans as evidenced by the  Debentures  and to secure the complete and
timely payment, performance and discharge in full, as the case may be, of all of
the  Obligations,  each of the Debtors hereby  unconditionally  and  irrevocably
pledges,  grants and hypothecates to the Secured Parties, a continuing  security
interest  in and to, a Lien  upon and a right of  set-off  against  all of their
respective  right,  title and interest of whatsoever  kind and nature in and to,
the Collateral (collectively, the "Security Interest").



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<PAGE>

      3.  Delivery  of  Certain  Collateral.  Contemporaneously  or prior to the
execution of this Agreement,  each Debtor shall deliver or cause to be delivered
to the  Agent,  for  the  benefit  of the  Secured  Parties,  (a)  any  and  all
certificates  and other  instruments  representing  or  evidencing  the  Pledged
Securities,  and (b) any and all certificates and other instruments or documents
representing  any of the  other  Collateral,  in each  case,  together  with all
Necessary  Endorsements;  provided, that until the payment in full of all of the
obligations  and  liabilities of the Company under the Seller Note Documents and
of Farequest under the Farequest Note Documents,  no Debtor shall be required to
deliver any of the foregoing  certificates and other instruments or documents to
the extent any of the foregoing is subject to a Prior Lien.  Upon the payment in
full of all of the  obligations  and liabilities of the Company under the Seller
Note Documents and of Farequest under the Farequest Note Documents,  the Debtors
shall  promptly  deliver or cause to be  delivered  to the Agent (a) any and all
such certificates and other  instruments  representing or evidencing the Pledged
Securities,  and (b) any and all such  certificates  and  other  instruments  or
documents representing any of the other Collateral,  in each case, to the extent
not  previously  delivered  to the  Agent  as a  result  of the  proviso  in the
immediately preceding sentence,  together with all such Necessary  Endorsements.
The Debtors are,  contemporaneously  with the  execution  hereof,  delivering to
Agent,  or have  previously  delivered to Agent, a true and correct copy of each
Organizational Document governing any of the Pledged Securities.

      4. Representations,  Warranties,  Covenants and Agreements of the Debtors.
Each Debtor  represents  and warrants  to, and  covenants  and agrees with,  the
Secured Parties, as follows:

      (a) Each Debtor has the requisite  corporate  power and authority to enter
into this Agreement and otherwise to carry out its  obligations  hereunder.  The
execution,  delivery and  performance  by each Debtor of this  Agreement and, if
applicable,  the filings  contemplated  therein have been duly authorized by all
necessary action on the part of such Debtor and no further action is required by
such  Debtor.  This  Agreement  has been  duly  executed  by each  Debtor.  This
Agreement  constitutes the legal,  valid and binding  obligation of each Debtor,
enforceable  against  each Debtor in  accordance  with its terms  except as such
enforceability  may be  limited  by the  existence  of the  Prior  Liens  or any
applicable  bankruptcy,  insolvency,  reorganization and similar laws of general
application relating to or affecting the rights and remedies of creditors and by
general principles of equity.

      (b) The  Debtors  have  no  place  of  business  or  offices  where  their
respective  books of account and records are kept (other than temporarily at the
offices of its attorneys or accountants) or places where Collateral (other than,
until the  payment  in full of all of the  obligations  and  liabilities  of the
Company  under the Seller Note  Documents  and of Farequest  under the Farequest
Note Documents,  Collateral  subject to a Prior Lien in the possession of any of
the Seller Note holders,  the Farequest Note holder or their respective  agents)
is stored or located,  except as set forth on Schedule A attached hereto. Except
as specifically  set forth on Schedule A, each Debtor is the record owner of the
real property where such Collateral is located,  and there exist no mortgages or
other Liens on any such real  property  except for Permitted  Liens  (including,
without limitation, the Prior Liens). Except as disclosed on Schedule A, none of
such  Collateral is in the  possession of any consignee,  bailee,  warehouseman,
agent or processor.


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<PAGE>

      (c) Except for Permitted Liens (including,  without limitation,  the Prior
Liens),  non-exclusive  licenses granted by any Debtor in the ordinary course of
business  and as set forth on  Schedule B attached  hereto,  the Debtors are the
sole  owners  of the  Collateral,  free and  clear of any  Liens,  and are fully
authorized to grant the Security Interest.  Except for UCC financing  statements
and other  filings  filed by or on behalf of (a) the holders of the Seller Notes
under the Seller Note  Documents and (b) the holder of the Farequest  Note under
the  Farequest  Note  Documents,  there  is not on file in any  governmental  or
regulatory  authority,   agency  or  recording  office  an  effective  financing
statement,  security agreement,  license or transfer or any notice of any of the
foregoing  (other  than  those  that  will be filed in favor of the the  Secured
Parties,   pursuant  to  this  Agreement)  covering  or  affecting  any  of  the
Collateral.  So long as this Agreement shall be in effect, the Debtors shall not
execute  and shall  not  knowingly  permit  to be on file in any such  office or
agency any such financing  statement or other  document or  instrument,  in each
case that is senior or pari passu to the financing  statements filed in favor of
the Secured  Parties,  pursuant to the terms of this  Agreement  (except for UCC
financing  statements and other filings filed by or on behalf of (a) the holders
of the Seller  Notes under the Seller Note  Documents  and (b) the holder of the
Farequest Note under the Farequest Note Documents and except to the extent filed
or  recorded  in favor of the Agent,  for the  benefit of the  Secured  Parties,
pursuant to the terms of this Agreement).

      (d) No written claim has been  received by any Debtor that any  Collateral
or Debtor's use of any Collateral violates the rights of any third party. To the
knowledge  of the  Debtors,  there has been no adverse  decision to any Debtor's
claim of ownership  rights in or exclusive  rights to use the  Collateral in any
jurisdiction  or to any Debtor's  right to keep and maintain such  Collateral in
full force and effect,  and there is no proceeding  against any Debtor involving
said rights pending or, to the best knowledge of any Debtor,  threatened  before
any court,  judicial body,  administrative or regulatory  agency,  arbitrator or
other governmental authority.

      (e) Each  Debtor  shall at all times  maintain  its books of  account  and
records  relating to the  Collateral at its principal  place of business and its
tangible  Collateral  (other  than,  until  the  payment  in  full of all of the
obligations  and  liabilities of the Company under the Seller Note Documents and
of Farequest under the Farequest Note Documents,  Collateral  subject to a Prior
Lien in the  possession  of any of the Seller Note holders,  the Farequest  Note
holder or their  respective  agents) at the  locations  set forth on  Schedule A
attached  hereto  and may not  relocate  such books of  account  and  records or
tangible  Collateral  unless it  delivers  to the Agent,  for the benefit of the
Secured Parties, at least 10 days prior to such relocation (i) written notice of
such  relocation  and the new location  thereof (which must be within the United
States) and (ii) evidence that  appropriate  financing  statements under the UCC
and other necessary  documents have been filed and recorded and other steps have
been taken to perfect  the  Security  Interest to create in favor of the Secured
Parties,  a valid and perfected  Lien in the  Collateral to the extent a Lien in
such  Collateral  may be perfected by the filing of a UCC  financing  statement,
which Lien  shall be a  first-priority  security  interest  in such  Collateral,
subject  only to  Permitted  Liens  (including,  without  limitation,  the Prior
Liens).



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<PAGE>

      (f) This  Agreement  creates  in favor of the  Secured  Parties,  a valid,
first-priority  security  interest in the Collateral,  subject only to Permitted
Liens (including,  without limitation, the Prior Liens) securing the payment and
performance  of the  Obligations.  Upon  making  the  filings  described  in the
immediately following paragraph, the Security Interests created hereunder in any
Collateral which may be perfected by filing UCC financing  statements shall have
been duly  perfected.  Except  for the  filing of the UCC  financing  statements
referred to in the immediately  following  paragraph,  no action is necessary to
create,  perfect or protect the  Security  Interest  created  hereunder  in such
portion of the  Collateral  that  consists  of the type of  property  in which a
security interest may be perfected by the filing of a financing  statement under
the UCC. Without limiting the generality of the foregoing, except for the filing
of  said  financing  statements,   no  consent  of  any  third  parties  and  no
authorization, approval or other action by, and no notice to or filing with, any
governmental  authority or  regulatory  body is required for (i) the  execution,
delivery and performance of this  Agreement,  (ii) the creation or perfection of
the Security  Interest created  hereunder in such portion of the Collateral that
consists of the type of property in which a security  interest  may be perfected
by the filing of a financing statement under the UCC or (iii) the enforcement of
the  rights of the  Secured  Parties  hereunder,  subject  to the  rights of the
Farequest  Note holder and the Seller  Note  holders  with  respect to the Prior
Liens.

      (g) Each  Debtor  hereby  authorizes  the  Agent,  for the  benefit of the
Secured  Parties,  to file one or more financing  statements under the UCC, with
respect to the Security  Interest with the proper filing and recording  agencies
in any jurisdiction deemed proper by it.

      (h) The  execution,  delivery  and  performance  of this  Agreement by the
Debtors  does  not  (i)  violate  any of the  provisions  of any  Organizational
Documents of any Debtor or, any judgment,  decree,  order or award of any court,
governmental  body or  arbitrator  or any  applicable  law,  rule or  regulation
applicable to any Debtor or (ii)  conflict  with, or constitute a default (or an
event that with notice or lapse of time or both would  become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation (with or without notice,  lapse of time or both) of, any agreement,
credit  facility,  debt or other  instrument  (evidencing  any Debtor's  debt or
otherwise) or other understanding to which any Debtor is a party or by which any
property  or asset of any Debtor is bound or  affected.  No consent  (including,
without  limitation,  from  stockholders or creditors of any Debtor) is required
for any Debtor to enter into and perform its obligations hereunder.



                                       8
<PAGE>

      (i)  The  Company  owns  all  of  the  outstanding  capital  stock  of the
Guarantors.  All of the Pledged  Securities are validly  issued,  fully paid and
nonassessable,  and the Company is the legal and beneficial owner of the Pledged
Securities,  free and clear of any Lien  except  for the Liens  created  by this
Agreement and other Permitted Liens (including,  without  limitation,  the Prior
Liens).

      (j)  Each  Debtor  shall  at all  times  maintain  the  Security  Interest
hereunder as valid and perfected Liens in the Collateral in favor of the Secured
Parties,  subject only to Permitted Liens (including,  without  limitation,  the
Prior Liens),  until this Agreement and the Security  Interest created hereunder
shall be terminated  pursuant to Section 14 hereof. Each Debtor hereby agrees to
defend the same  against the claims of any and all persons  and  entities.  Each
Debtor shall safeguard and protect all Collateral for the account of the Secured
Parties.  At the request of the Agent,  each Debtor will deliver to the Agent at
any time or from time to time one or more financing  statements  pursuant to the
UCC in form reasonably satisfactory to the Agent and will pay the cost of filing
the same in all public offices  wherever filing is, or is deemed by the Agent to
be,  necessary or desirable  to effect the rights and  obligations  provided for
herein. Without limiting the generality of the foregoing,  each Debtor shall pay
all fees,  taxes and other amounts  necessary to maintain the Collateral and the
Security  Interest  hereunder,  and each Debtor  shall obtain and furnish to the
Agent from time to time,  upon demand,  such releases and/or  subordinations  of
Liens which may be required to maintain the  priority of the  Security  Interest
hereunder.

      (k) No Debtor will transfer, pledge, hypothecate,  encumber, license, sell
or otherwise  dispose of any of the Collateral  (except for (i) licenses granted
by a Debtor in its  ordinary  course of  business,  (ii) sales of inventory by a
Debtor in its  ordinary  course of  business,  (iii) sales of used,  worn-out or
surplus  equipment,  (iv) the use of cash in its ordinary course of business and
(v) other  dispositions  not to exceed  $250,000  in the  aggregate  per  annum)
without the prior written consent of a Majority in Interest.

      (l) Each Debtor shall keep and preserve its equipment, inventory and other
tangible Collateral in good condition,  repair and order (ordinary wear and tear
excepted)  and shall not operate or locate any such  Collateral  (or cause to be
operated or located) in any area excluded from insurance coverage.



                                       9
<PAGE>

      (m) Each  Debtor  shall  maintain  with  financially  sound and  reputable
insurers, insurance with respect to the Collateral against loss or damage of the
kinds and in the amounts  customarily insured against by entities of established
reputation having similar  properties  similarly situated and in such amounts as
are customarily  carried under similar  circumstances by other such entities and
otherwise as is prudent for entities  engaged in similar  businesses  but in any
event sufficient to cover the full  replacement cost thereof.  Each Debtor shall
cause each insurance  policy issued in connection  herewith to provide,  and the
insurer  issuing  such policy to certify to the Agent that (a) the Agent will be
named as  additional  insured  under  each such  insurance  policy;  (b) if such
insurance  be  proposed to be  cancelled  or  materially  changed for any reason
whatsoever,  such insurer will use commercially reasonable efforts to notify the
Agent of such cancellation or change; and (c) the Agent will have the right (but
no  obligation) at its election to remedy any default in the payment of premiums
within thirty (30) days of notice from the insurer of such default.  If no Event
of Default (as defined in the Debenture) then exists and if the proceeds arising
out of any claim or series  of  related  claims  do not  exceed  $100,000,  loss
payments in each instance will be applied by the applicable Debtor to the repair
and/or  replacement  of property  with respect to which the loss was incurred to
the extent reasonably  feasible within 180 days of such Debtor's receipt of such
proceeds, and any loss payments or the balance thereof remaining,  to the extent
not so applied, shall be payable, subject to the prior rights of the Seller Note
holders and the Farequest Note holder with respect to insurance proceeds subject
to a Prior Lien, to the  applicable  Debtor;  provided,  however,  that payments
received by any Debtor after an Event of Default  occurs and is continuing or in
excess of $100,000 for any  occurrence or series of related  occurrences  shall,
subject to the prior  rights of the Seller Note holders and the  Farequest  Note
holder with respect to insurance  proceeds  subject to a Prior Lien,  be paid to
the Agent and, if received by such Debtor, shall, subject to the prior rights of
the Seller Note holders and the Farequest  Note holder with respect to insurance
proceeds subject to a Prior Lien, be held in trust for and immediately paid over
to the Agent unless otherwise directed in writing by the Agent, to be applied to
the Obligations as set forth in Section 9 hereof. Copies of such policies or the
related  certificates,  in each case, naming the Agent as an additional  insured
shall,  at the request of the Agent,  be delivered to the Agent  annually and at
the time any new policy of insurance is issued.

      (n) Each  Debtor  shall,  within  ten  (10)  days of  obtaining  knowledge
thereof,  advise the Agent, in sufficient detail, of any substantial change in a
material  portion of the  Collateral,  and of the  occurrence of any event which
would have a material adverse effect on the value of the Collateral, as a whole,
or on the Security Interest.

      (o) Each  Debtor  shall  promptly  execute  and  deliver to the Agent such
further deeds, mortgages, assignments, security agreements, financing statements
or other  instruments,  documents,  certificates  and  assurances  and take such
further  action as the Agent may from time to time  request  and may in its sole
discretion deem necessary to perfect,  protect or enforce the Security Interest,
in each  case,  subject  to the prior  rights and  remedies  of the Seller  Note
holders and  Farequest  Note holder with  respect to  Collateral  subject to the
Prior Liens.



                                       10
<PAGE>

      (p) Each Debtor shall permit the Agent, on behalf of the Secured  Parties,
and its representatives and agents to inspect the Collateral at any time, and to
make copies of records  pertaining to the  Collateral as may be requested by the
Agent from time to time;  provided,  that except after the occurrence and during
the  continuation  of an Event of Default,  the  inspection  rights of the Agent
hereunder shall be limited to no more frequently that once per quarter and shall
occur  during  normal  business  hours  and upon no less  than 24 hours  advance
written notice to the Debtors.

      (q) Each Debtor shall take all steps  reasonably  necessary to  diligently
pursue and seek to preserve,  enforce and collect any rights,  claims, causes of
action and accounts receivable in respect of the Collateral, subject to ordinary
returns, allowances and set-offs in the ordinary course of business.

      (r) Each Debtor shall promptly notify the Agent in sufficient  detail upon
becoming aware of any attachment,  garnishment, execution or other legal process
levied  against  any  portion  of the  Collateral  and of any other  information
received by such Debtor that may materially affect the value of a portion of the
Collateral,  the  Security  Interest  or the rights and  remedies of the Secured
Parties hereunder.

      (s) All information heretofore,  herein or hereafter supplied to the Agent
by or on behalf of any Debtor with  respect to the  Collateral  is accurate  and
complete in all material respects as of the date furnished.

      (t) The  Debtors  shall at all times  preserve  and keep in full force and
effect their  respective  valid  existence  and good standing and any rights and
franchises  material to its business,  in each case,  except as would not have a
Material Adverse Effect.

      (u) No Debtor will change its name, type of organization,  jurisdiction of
organization,  organizational  identification  number (if it has one),  legal or
corporate  structure,  or  identity,  or add any new  fictitious  name unless it
provides at least 10 days prior written  notice to the Agent of such change and,
at the time of such written  notification,  such Debtor  provides any  financing
statements or fixture  filings  necessary to perfect and continue  perfected the
Security Interest created hereunder.

      (v) No  Debtor  may  consign  any  of its  Inventory  or  sell  any of its
Inventory  on  bill  and  hold,  sale or  return,  sale on  approval,  or  other
conditional  terms of sale  without the consent of a Majority in Interest  which
shall not be  unreasonably  withheld,  except to the extent such  consignment or
sale does not exceed  15% of the total  value of all of the  Company's  finished
goods in Inventory.



                                       11
<PAGE>

      (w) No Debtor may  relocate its chief  executive  office to a new location
without providing 10 days prior written notification thereof to the Agent and so
long as, at the time of such  written  notification,  such Debtor  provides  any
financing  statements  or fixture  filings  necessary  to perfect  and  continue
perfected the Security Interest created hereunder.

      (x) Each Debtor was organized and remains  organized solely under the laws
of the state set forth next to such Debtor's name in the first paragraph of this
Agreement.  Schedule D attached  hereto sets forth each Debtor's  organizational
identification  number or, if any Debtor does not have one, states that one does
not exist.

      (y) (i) The  actual  name of each  Debtor  is the  name  set  forth in the
preamble  above;  (ii) no  Debtor  has any  trade  names  except as set forth on
Schedule  E attached  hereto;  (iii) no Debtor has used any name other than that
stated in the  preamble  hereto or as set forth on Schedule E for the  preceding
five years;  and (iv) no entity has merged  into any Debtor or been  acquired by
any Debtor within the past five years except as set forth on Schedule E.

      (z) At any time and from time to time  that any  Collateral  (other  than,
until the  payment  in full of all of the  obligations  and  liabilities  of the
Company  under the Seller Note  Documents  and of Farequest  under the Farequest
Note  Documents,  Collateral  subject to a Prior Lien) consists of  instruments,
certificated  securities or other items that require or permit possession by the
secured party to perfect the security  interest  created hereby,  the applicable
Debtor shall deliver such Collateral to the Agent for the benefit of the Secured
Parties.

      (aa) Each Debtor, in its capacity as issuer,  hereby agrees to comply with
any and all orders and  instructions  of Agent  regarding the Pledged  Interests
consistent  with the terms of this Agreement  without the further consent of any
Debtor as contemplated  by Section 8-106 (or any successor  section) of the UCC,
except to the extent such Debtor is subject to any obligation to comply with any
orders or instructions of a Seller Note holder or the Farequest Note holder with
respect to Pledged  Interests  subject to a Prior  Lien.  Further,  each  Debtor
agrees  that it shall not  enter  into a similar  agreement  (or one that  would
confer "control" within the meaning of Article 8 of the UCC), which is senior or
pari passu to this  Agreement,  with any other person or entity,  other than the
Seller  Note   Holders,   the  Farequest   Note  holder  and  their   respective
representatives.

      (bb) Each  Debtor  shall cause all  tangible  chattel  paper  constituting
Collateral  (other  than,  until  the  payment  in full of the  obligations  and
liabilities  of the Company  under the Seller Note  Documents  and of  Farequest
under the Farequest Note  Documents,  tangible  chattel paper subject to a Prior
Lien) to be delivered to Agent,  or, if such delivery is not  possible,  then to
cause such tangible  chattel paper to contain a legend noting that it is subject
to the  security  interest  created by this  Agreement.  To the extent  that any
Collateral  consists of electronic  chattel paper (other than, until the payment
in full of all of the  obligations  and  liabilities  of the  Company  under the
Seller Note  Documents  and of Farequest  under the  Farequest  Note  Documents,
electronic  chattel paper subject to a Prior Lien), the applicable  Debtor shall
cause the underlying  chattel paper to be "marked" within the meaning of Section
9-105 of the UCC (or successor section thereto).



                                       12
<PAGE>

      (cc) To the extent that any Collateral consists of letter-of-credit rights
(other than, until the payment in full of all of the obligations and liabilities
of the  Company  under the Seller  Note  Documents  and of  Farequest  under the
Farequest Note Documents,  letter-of-credit rights subject to a Prior Lien), the
applicable Debtor shall cause the issuer of each underlying  letter-of-credit to
consent to an assignment of the proceeds thereof to the Secured Parties.

      (dd) If there is any investment  property or deposit  account  included as
Collateral  that can be  perfected  by  "control"  through  an  account  control
agreement  (other than,  until the payment in full of all of the obligations and
liabilities  of the Company  under the Seller Note  Documents  and of  Farequest
under the Farequest Note Documents, Collateral that is subject to a Prior Lien),
upon the request of the Agent, the applicable Debtor shall cause such an account
control agreement, in form and substance in each case satisfactory to the Agent,
to be entered  into and  delivered  to the Agent for the  benefit of the Secured
Parties.

      (ee) To the extent that any Collateral  (other than,  until the payment in
full of all of the  obligations  and liabilities of the Company under the Seller
Note Documents and of Farequest under the Farequest Note  Documents,  Collateral
that is in the possession of the Seller Note holders,  the Farequest Note holder
or their representatives and is subject to a Prior Lien) is in the possession of
any third party,  the applicable  Debtor shall join with the Secured  Parties in
notifying such third party of the Security  Interest in such Collateral  created
hereunder  and  shall  use its  commercially  reasonable  efforts  to  obtain an
acknowledgement  and  agreement  from  such  third  party  with  respect  to the
Collateral, in form and substance reasonably satisfactory to the Agent.

      (ff) If any  Debtor  shall at any time hold or acquire a  commercial  tort
claim,  such Debtor shall promptly  notify the Agent in a writing signed by such
Debtor of the particulars thereof and grant to the Agent, for the benefit of the
Secured Parties, in such writing a security interest therein and in the proceeds
thereof,  which security  interest shall be subject to the Prior Liens, all upon
the terms of this  Agreement,  with  such  writing  to be in form and  substance
reasonably satisfactory to the Agent.

      (gg) Each Debtor shall immediately  provide written notice to the Agent of
any  and all  accounts  which  arise  out of  contracts  with  any  governmental
authority  and, to the extent (i) such  accounts are not subject to a Prior Lien
and (ii)  necessary to perfect or continue the perfected  status of the Security
Interest in such accounts and proceeds thereof, shall execute and deliver to the
Agent, for the benefit of the Secured Parties,  an assignment of claims for such
accounts and cooperate with the Agent in taking any other steps required, in its
judgment,  under the Federal  Assignment  of Claims Act or any similar  federal,
state or local  statute or rule to perfect or continue the  perfected  status of
the Security Interest in such accounts and proceeds thereof.



                                       13
<PAGE>

      (hh) Each  Debtor  shall  cause  each  subsidiary  of such  Debtor  formed
subsequent to the date hereof (an  "Additional  Debtor") to immediately  execute
and deliver a Security  Agreement in  substantially  the form of this Agreement,
pursuant  to which  security  agreement  such  Additional  Debtor  shall grant a
perfected security interest in the Collateral of such Additional  Debtor,  which
security interest shall be a first-priority perfected security interest, subject
only to Permitted Liens  (including the Prior Liens);  provided,  that if any of
the  Collateral  of  such  Additional  Debtor  was  acquired  for  consideration
consisting of, among other things,  one or more promissory  notes, such security
interest may be a second-priority  perfected security interest,  subject only to
Permitted Liens (including the Prior Liens) and the liens and security interests
of the holder(s) of any such promissory  notes. The Additional Debtor shall also
deliver  such  opinions  of  counsel,  authorizing  resolutions,  good  standing
certificates,  incumbency  certificates,   organizational  documents,  financing
statements and other  information and  documentation as the Agent may reasonably
request.

      (ii) To the extent not  inconsistent  with the  obligations of the Debtors
with  respect to Pledged  Securities  subject to the Prior  Liens,  each  Debtor
shall,  subject to any and all fiduciary  duties  applicable to such Debtor (and
the board of directors or other governing body of such Debtor), vote the Pledged
Securities to comply with the covenants and  agreements  set forth herein and in
the Debentures.

      (jj) Each  Debtor  shall  register  the pledge of the  applicable  Pledged
Securities on the books of such Debtor.  Each Debtor shall notify each issuer of
Pledged  Securities to register the pledge of the applicable  Pledged Securities
in the name of the Agent, for the benefit of the Secured  Parties,  on the books
of such issuer.  Further, except with respect to certificated securities subject
to a  Prior  Lien  until  the  payment  in full  of all of the  obligations  and
liabilities  of the Company  under the Seller Note  Documents  and of  Farequest
under the Farequest Note Documents, the applicable Debtor shall deliver to Agent
an  acknowledgement of pledge (which,  where appropriate,  shall comply with the
requirements  of the relevant UCC with respect to  perfection  by  registration)
signed by the issuer of the applicable Pledged Securities, which acknowledgement
shall confirm that:  (a) it has  registered the pledge on its books and records;
and (b) at any time  directed by Agent  during the  continuation  of an Event of
Default,  such  issuer  will  transfer  the  record  ownership  of such  Pledged
Securities  into the name of any designee of Agent,  will take such steps as may
be necessary to effect the transfer, and will comply with all other instructions
of Agent  regarding such Pledged  Securities  without the further consent of the
applicable Debtor.



                                       14
<PAGE>

      (kk) In the event that, upon the occurrence of an Event of Default,  Agent
shall sell all or any of the Pledged  Securities  not subject to a Prior Lien to
another party or parties (herein called the  "Transferee")  or shall purchase or
retain all or any of the Pledged  Securities  not subject to a Prior Lien,  each
Debtor shall, to the extent applicable:  (i) deliver to Agent or the Transferee,
as the case may be, the articles of incorporation,  bylaws,  minute books, stock
certificate  books,  corporate seals,  deeds,  leases,  indentures,  agreements,
evidences of  indebtedness,  books of account,  financial  records and all other
Organizational  Documents  and  records  of  the  applicable  issuer;  (ii)  use
commercially  reasonable  efforts to obtain  resignations  of the  persons  then
serving as officers and directors of the applicable issuer, if so requested; and
(iii) use  commercially  reasonable  efforts  to obtain any  approvals  that are
required by any  governmental  or regulatory body in order to permit the sale of
the Pledged  Securities  to the  Transferee  or the purchase or retention of the
Pledged  Securities  by Agent and allow the  Transferee or Agent to continue the
business of the applicable issuer.

      (ll)  Without  limiting the  generality  of the other  obligations  of the
Debtors hereunder,  each Debtor shall promptly (i) cause to be registered at the
United States Copyright Office all of its material  copyrights and (ii) give the
Agent notice whenever it acquires (whether  absolutely or by license) or creates
any additional material Intellectual Property.

      (mm)  Subject to the rights and  remedies of the Seller  Note  holders and
Farequest  Note holder with  respect to  Collateral  subject to the Prior Liens,
each  Debtor  will from time to time,  at the joint and  several  expense of the
Debtors,   promptly  execute  and  deliver  all  such  further  instruments  and
documents, and take all such further action as may be necessary or desirable, or
as the Agent, for the benefit of the Secured Parties, may reasonably request, in
order to perfect and protect any  security  interest  granted or purported to be
granted hereby or to enable the Agent,  for the benefit of the Secured  Parties,
to exercise  and enforce its rights and remedies  hereunder  and with respect to
any Collateral or to otherwise carry out the purposes of this Agreement.

      (nn)  Schedule  F  attached  hereto  lists  all  of  the  patents,  patent
applications,  trademarks,  trademark applications,  registered copyrights,  and
domain names owned by any of the Debtors as of the date hereof. Schedule F lists
all  material  licenses  in  favor  of any  Debtor  for the use of any  patents,
trademarks,  copyrights  and domain  names as of the date  hereof.  All material
patents  and  trademarks  of the Debtors  have been duly  recorded at the United
States  Patent and Trademark  Office and all material  copyrights of the Debtors
have been duly recorded at the United States Copyright Office.

      (oo)  Except as set  forth on  Schedule  G  attached  hereto,  none of the
account debtors or other persons or entities  obligated on any of the Collateral
is a governmental  authority covered by the Federal  Assignment of Claims Act or
any  similar  federal,  state  or  local  statute  or  rule in  respect  of such
Collateral.



                                       15
<PAGE>

      5. Effect of Pledge on Certain Rights. If any of the Collateral subject to
this Agreement consists of nonvoting equity or ownership  interests  (regardless
of class,  designation,  preference or rights) that may be converted into voting
equity or ownership  interests upon the occurrence of certain events (including,
without limitation, upon the transfer of all or any of the other stock or assets
of the  issuer),  it is  agreed  that the  pledge of such  equity  or  ownership
interests pursuant to this Agreement or the enforcement of any of Agent's rights
hereunder  shall not be deemed to be the type of event which would  trigger such
conversion rights notwithstanding any provisions in the Organizational Documents
or agreements to which any Debtor is subject or to which any Debtor is party.

      6. Defaults. The following events shall be "Events of Default":

      (a) The  occurrence  of an Event of Default (as defined in the  Debenture)
under the Debenture;

      (b) Any  representation  or warranty of any Debtor in this Agreement shall
prove to have been incorrect in any material respect when made or deemed made;

      (c) The failure by any Debtor to observe or perform any of its obligations
hereunder for five (5) days after  delivery to such Debtor of written  notice of
such failure by or on behalf of the Agent unless such default is capable of cure
but cannot be cured within such time frame and such Debtor is using commercially
reasonable efforts to cure same in a timely fashion; or

      (d) If any provision of this Agreement shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be
contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by
any  governmental  authority  having  jurisdiction  over any Debtor,  seeking to
establish the invalidity or  unenforceability  thereof, or any Debtor shall deny
that any Debtor has any  liability or  obligation  purported to be created under
this Agreement.

      7. Duty To Hold In Trust.

      (a) Upon the  occurrence of an Event of Default,  each Debtor shall,  upon
receipt of any revenue, income, dividend,  interest or other sums subject to the
Security Interest, whether payable pursuant to the Debenture or otherwise, or of
any check,  draft,  note,  trade  acceptance or other  instrument  evidencing an
obligation  to pay any such sum (in each case,  to the  extent not  subject to a
Prior  Lien),  hold the same in trust  for the  Agent,  for the  benefit  of the
Secured  Parties,  and shall  forthwith  endorse and  transfer  any such sums or
instruments,  or both, to the Agent, for the benefit of the Secured Parties, for
application to the Obligations as set forth in Section 9 hereof.



                                       16
<PAGE>

      (b) If any Debtor  shall become  entitled to receive or shall  receive any
securities or other property (including,  without limitation,  shares of Pledged
Securities or instruments  representing  Pledged  Securities  acquired after the
date  hereof,  or any options,  warrants,  rights or other  similar  property or
certificates representing a dividend, or any distribution in connection with any
recapitalization,  reclassification  or increase  or  reduction  of capital,  or
issued in connection with any  reorganization  of such Debtor) in respect of the
Pledged  Securities  (whether  as an  addition  to,  in  substitution  of, or in
exchange for, such Pledged Securities or otherwise), in each case, to the extent
not  subject to a Prior Lien,  such Debtor  agrees to (i) accept the same as the
agent of the Agent, for the benefit of the Secured  Parties;  (ii) hold the same
in trust on behalf of and for the  benefit of the Agent,  for the benefit of the
Secured  Parties;  and (iii) to deliver any and all  certificates or instruments
evidencing  the same to Agent,  on or before the close of  business on the fifth
business day  following  the receipt  thereof by such Debtor,  in the exact form
received  together  with the Necessary  Endorsements,  to be held by Seller Note
Holders or Agent, as the case may be, subject to the terms of this Agreement and
the rights and  remedies of the Seller Note  holders and  Farequest  Note holder
with respect to Collateral subject to a Prior Lien.

      8. Rights and Remedies Upon Default.

      (a)  Subject to the rights and  remedies  of the Seller  Note  holders and
Farequest Note holder with respect to Collateral  subject to a Prior Lien,  upon
the occurrence of an Event of Default, the Agent, for the benefit of the Secured
Parties,  shall  have  the  right  to  exercise  all of the  remedies  conferred
hereunder and under the Debentures, and the Agent for the benefit of the Secured
Parties,  shall have all the rights and  remedies  of a secured  party under the
UCC.  Without  limitation,  the Agent,  for the benefit of the Secured  Parties,
shall have the following rights and powers:

            (i) The Agent,  for the benefit of the Secured  Parties,  shall have
      the right to take  possession  of the  Collateral  and, for that  purpose,
      enter,  with the aid and assistance of any person,  any premises where the
      Collateral,  or any part thereof, is or may be placed and remove the same,
      and each Debtor shall assemble the Collateral and make it available to the
      Agent at places which the Agent shall reasonably  select,  whether at such
      Debtor's premises or elsewhere,  and make available to the Agent,  without
      rent,  all of such Debtor's  respective  premises and  facilities  for the
      purpose  of the Agent  taking  possession  of,  removing  or  putting  the
      Collateral in saleable or disposable form.



                                       17
<PAGE>

            (ii) Upon notice to the Debtors by Agent,  all rights of each Debtor
      to  exercise  the  voting and other  consensual  rights  over the  Pledged
      Securities which it would otherwise be entitled to exercise and all rights
      of each  Debtor to  receive  the  dividends  and  interest  which it would
      otherwise be  authorized  to receive and retain,  shall  cease.  Upon such
      notice, Agent shall, subject to the rights and remedies of the Seller Note
      holders and Farequest Note holder with respect to Collateral  subject to a
      Prior Lien,  have the right to receive any  interest,  cash  dividends  or
      other payments on the Collateral and, at the option of Agent,  but subject
      to the rights and remedies of the Seller Note holders and  Farequest  Note
      holder with respect to Collateral  subject to a Prior Lien, to exercise in
      such Agent's  discretion  all voting rights  pertaining  thereto.  Without
      limiting the  generality  of the  foregoing,  Agent shall,  subject to the
      rights and remedies of the Seller Note holders and  Farequest  Note holder
      with respect to  Collateral  subject to a Prior Lien,  have the right (but
      not the  obligation) to exercise all rights with respect to the Collateral
      as if it were the sole and absolute  owners  thereof,  including,  without
      limitation, to vote and/or to exchange, at its sole discretion, any or all
      of  the   Collateral   in  connection   with  a  merger,   reorganization,
      consolidation,   recapitalization  or  other  readjustment  concerning  or
      involving  the  Collateral  or any Debtor or any of its direct or indirect
      subsidiaries.

            (iii) The Agent, for the benefit of the Secured Parties,  shall have
      the right to operate the business of each Debtor using the  Collateral and
      shall have the right to assign,  sell,  lease or otherwise  dispose of and
      deliver all or any part of the  Collateral,  at public or private  sale or
      otherwise, either with or without special conditions or stipulations,  for
      cash or on credit or for future delivery, in such parcel or parcels and at
      such time or times and at such  place or  places,  and upon such terms and
      conditions  as the Agent may deem  commercially  reasonable,  all  without
      (except as shall be required by  applicable  statute and cannot be waived)
      advertisement  or  demand  upon  or  notice  to any  Debtor  or  right  of
      redemption of a Debtor,  which are hereby expressly waived. Upon each such
      sale,  lease,  assignment or other transfer of Collateral,  the Agent may,
      unless  prohibited by applicable law which cannot be waived,  purchase all
      or any part of the Collateral  being sold, free from and discharged of all
      trusts,  claims, right of redemption and equities of any Debtor, which are
      hereby waived and released.

            (iv) The Agent, for the benefit of the Secured  Parties,  shall have
      the right (but not the  obligation) to notify any account  debtors and any
      obligors under instruments or accounts (other than instruments or accounts
      subject to the Prior Liens) to make  payments  directly to the Agent,  for
      the benefit of the Secured Parties,  for application to the Obligations as
      set forth in Section 9 hereof,  and to enforce the Debtors' rights against
      such account debtors and obligors.



                                       18
<PAGE>

            (v) The Agent, for the benefit of the Secured  Parties,  may (but is
      not obligated to) direct any financial intermediary or any other person or
      entity holding any investment  property  (other than  investment  property
      subject  to a  Prior  Lien)  to  transfer  the  same to the  Agent  or its
      designee.

            (vi) The Secured Parties may (but are not obligated to) transfer any
      or all Intellectual  Property  registered in the name of any Debtor at the
      United States Patent and Trademark Office and/or Copyright Office into the
      name of the Agent, for the benefit of the Secured Parties, or any designee
      or any purchaser of any Collateral.


      (b) The Agent shall comply with any  applicable  law in connection  with a
disposition of Collateral and such compliance  will not be considered  adversely
to affect the commercial reasonableness of any sale of the Collateral. The Agent
may sell the  Collateral  without  giving any  warranties  and may  specifically
disclaim such  warranties.  If the Agent sells any of the  Collateral on credit,
the Debtors will only be credited with payments  actually made by the purchaser.
In  addition,  each  Debtor  waives  any and all  rights  that it may  have to a
judicial  hearing in advance of the enforcement of any of the Agent's rights and
remedies hereunder, including, without limitation, its right upon the occurrence
of an Event of Default to take  immediate  possession of the  Collateral  and to
exercise its rights and remedies with respect thereto.

      (c) For the purpose of enabling the Agent to further  exercise  rights and
remedies  under this Section 8 or elsewhere  provided by agreement or applicable
law,  each  Debtor  hereby  grants to the Agent,  for the benefit of the Secured
Parties, an irrevocable,  nonexclusive  license  (exercisable without payment of
royalty or other compensation to such Debtor) to use, license or sublicense upon
the occurrence of an Event of Default,  any  Intellectual  Property now owned or
hereafter  acquired by such Debtor,  and  wherever the same may be located,  and
including in such license access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof.

      9. Applications of Proceeds. The proceeds of any such sale, lease or other
disposition of the Collateral  hereunder shall be applied first, to the expenses
of retaking,  holding, storing,  processing and preparing for sale, selling, and
the like  (including,  without  limitation,  any  taxes,  fees and  other  costs
incurred  in  connection  therewith)  of  the  Collateral,   to  the  reasonable
attorneys' fees and expenses  incurred by the Secured Parties in enforcing their
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to  satisfaction  of the  Obligations  pro rata  among the
Secured Parties (based on  then-outstanding  principal  amounts of Debentures at
the time of any such  determination),  and to the  payment of any other  amounts
required by applicable  law, after which the Agent or the Secured  Parties shall
pay to the applicable  Debtor any surplus  proceeds.  To the extent permitted by
applicable  law, each Debtor waives all claims,  damages and demands against the
Secured Parties arising out of the repossession,  removal,  retention or sale of
the Collateral,  unless due solely to the gross negligence or willful misconduct
of the Secured Parties as determined by a final judgment (not subject to further
appeal) of a court of competent jurisdiction.



                                       19
<PAGE>

      10.  Securities Law Provision.  Each Debtor  recognizes  that Agent may be
limited  in its  ability  to  effect a sale to the  public of all or part of the
Pledged  Securities by reason of certain  prohibitions  in the Securities Act of
1933, as amended, or other federal or state securities laws  (collectively,  the
"Securities  Laws"),  and may be  compelled  to resort to one or more sales to a
restricted  group of  purchasers  who may be  required  to agree to acquire  the
Pledged Securities for their own account,  for investment and not with a view to
the distribution or resale thereof. Each Debtor agrees that sales so made may be
at prices and on terms less favorable than if the Pledged  Securities  were sold
to the public, and that Agent has no obligation to delay the sale of any Pledged
Securities for the period of time  necessary to register the Pledged  Securities
for sale to the public under the Securities  Laws.  Each Debtor shall  cooperate
with Agent in its attempt to satisfy any requirements  under the Securities Laws
(including,  without limitation,  registration thereunder if requested by Agent)
applicable to the sale of the Pledged Securities by Agent.

      11.  Costs  and  Expenses.  Each  Debtor  agrees  to  pay  all  reasonable
out-of-pocket  fees,  costs and expenses  incurred in connection with any filing
required  hereunder,  including  without  limitation,  any financing  statements
pursuant  to  the  UCC,   continuation   statements,   partial  releases  and/or
termination   statements  related  thereto  or  any  expenses  of  any  searches
reasonably  required by the Agent.  The Debtors  shall also pay all other claims
and  charges  which in the  reasonable  opinion  of the Agent  might  prejudice,
imperil or otherwise affect the Collateral or the Security Interest therein. The
Debtors  will  also,  upon  demand,  pay to the Agent the  amount of any and all
reasonable  expenses,  including the reasonable fees and expenses of its counsel
and of any experts and agents,  which the Agent may incur in connection with (i)
the enforcement of this Agreement,  (ii) the custody or preservation  of, or the
sale of, collection from, or other  realization upon, any of the Collateral,  or
(iii) the exercise or  enforcement  of any of the rights of the Secured  Parties
under the Debentures.  Until so paid, any fees payable  hereunder shall be added
to the principal amount of the Debentures.

      12. Responsibility for Collateral.  The Debtors assume all liabilities and
responsibility  in connection with all Collateral,  and the Obligations shall in
no way be affected or diminished by reason of the loss,  destruction,  damage or
theft of any of the  Collateral or its  unavailability  for any reason.  Without
limiting the generality of the foregoing,  (a) neither the Agent nor any Secured
Party (i) has any duty  (either  before or after an Event of Default) to collect
any amounts in respect of the Collateral or, beyond the safe custody thereof, to
preserve any rights  relating to the  Collateral,  or (ii) has any obligation to
clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall
remain  obligated  and liable under each  contract or agreement  included in the
Collateral  to be observed or performed by such Debtor  thereunder.  Neither the
Agent nor any Secured  Party shall have any  obligation  or liability  under any
such contract or agreement by reason of or arising out of this  Agreement or the
receipt by the Agent or any Secured Party of any payment  relating to any of the
Collateral,  nor shall the Agent or any Secured Party be obligated in any manner
to perform any of the  obligations  of any Debtor  under or pursuant to any such
contract or agreement,  to make inquiry as to the nature or  sufficiency  of any
payment  received by the Agent or any Secured Party in respect of the Collateral
or as to the sufficiency of any performance by any party under any such contract
or  agreement,  to present or file any claim,  to take any action to enforce any
performance  or to  collect  the  payment  of any  amounts  which  may have been
assigned to the Agent or to which the Agent or any Secured Party may be entitled
at any time or times.



                                       20
<PAGE>

      13. Security Interest Absolute.  All rights of the Secured Parties and all
obligations  of the  Debtors  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the Debentures or any agreement  entered into in connection  with the foregoing,
or any portion hereof or thereof; (b) any change in the time, manner or place of
payment  or  performance  of,  or in  any  other  term  of,  all  or  any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Debentures or any other  agreement  entered into in connection with the
foregoing; (c) any exchange,  release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure  from any other
collateral for, or any guaranty,  or any other  security,  for all or any of the
Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection  with the  Collateral;  or (e) any  other  circumstance  which  might
otherwise constitute any legal or equitable defense available to a Debtor (other
than payment in full of the Obligations  (other than contingent  indemnification
obligations  for which no claims shall have been  asserted)),  or a discharge of
all  or  any  part  of  the  Security  Interest  created  hereunder.  Until  the
Obligations  shall  have  been paid and  performed  in full,  the  rights of the
Secured  Parties  shall  continue  even if the  Obligations  are  barred for any
reason, including, without limitation, the running of the statute of limitations
or bankruptcy.  Each Debtor expressly  waives  presentment,  protest,  notice of
protest,  demand, notice of nonpayment and demand for performance.  In the event
that at any time any transfer of any  Collateral or any payment  received by the
Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable  preference or fraudulent  conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due to any party other than the Secured  Parties,  then,  in any such
event,  each Debtor's  obligations  hereunder shall survive  termination of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  termination  of this  Agreement,  but shall  remain a valid and  binding
obligation  enforceable in accordance with the terms and provisions hereof. Each
Debtor  waives all right to require the Secured  Parties to proceed  against any
other person or entity or to apply any Collateral  which the Secured Parties may
hold at any time,  or to marshal  assets,  or to pursue any other  remedy.  Each
Debtor waives any defense arising by reason of the application of the statute of
limitations to any obligation secured hereby.

      14. Term of Agreement.  This Agreement and the Security  Interest  created
hereunder  shall  terminate  on the date on which all  Obligations  (other  than
contingent  indemnification  obligations  for  which no claims  shall  have been
asserted) have been paid in full; provided, however, that all indemnities of the
Debtors  contained in this Agreement  (including,  without  limitation,  Annex B
hereto)  shall  survive  and  remain  operative  and in full  force  and  effect
regardless of the termination of this Agreement.



                                       21
<PAGE>

      15. Power of Attorney; Further Assurances.

      (a) Each  Debtor  authorizes  the Agent,  for the  benefit of the  Secured
Parties, and does hereby make, constitute and appoint the Agent, for the benefit
of the Secured  Parties,  and its officers,  agents,  successors or assigns with
full power of substitution,  as such Debtor's true and lawful  attorney-in-fact,
with power, in the name of the various Secured Parties or such Debtor,  upon the
occurrence  and during the  continuance  of an Event of Default,  subject to the
rights and  remedies of the Seller Note holders and  Farequest  Note holder with
respect to  Collateral  subject  to the Prior  Liens,  (i) to endorse  any note,
checks, drafts, money orders or other instruments of payment (including payments
payable  under or in  respect  of any  policy of  insurance)  in  respect of the
Collateral  not  subject  to a Prior Lien that may come into  possession  of the
Secured Parties;  (ii) to sign and endorse any financing  statement  pursuant to
the UCC or any  invoice,  freight or express  bill,  bill of lading,  storage or
warehouse  receipts,  drafts against  debtors,  assignments,  verifications  and
notices in connection with accounts,  and other documents relating to Collateral
to the extent such  Collateral  is not subject to a Prior Lien;  (iii) to pay or
discharge  taxes or Liens at any time levied or placed on or threatened  against
the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue
for monies due in respect of Collateral  not subject to the Prior Liens;  (v) to
transfer  any  Intellectual  Property  not  subject  to a Prior  Lien or provide
licenses respecting any such Intellectual Property;  and (vi) generally,  at the
option of the Agent, for the benefit of the Secured Parties,  and at the expense
of the Debtors,  at any time,  or from time to time,  to execute and deliver any
and all documents and  instruments and to do all acts and things which the Agent
deem reasonably  necessary to protect,  preserve and realize upon the Collateral
and the  Security  Interest  created  hereunder in order to effect the intent of
this Agreement and the  Debentures  all as fully and  effectually as the Debtors
might or could do; and each Debtor hereby  ratifies all that said attorney shall
lawfully do or cause to be done in accordance with the terms hereof.  This power
of attorney is coupled with an interest and shall be irrevocable for the term of
this  Agreement  and  thereafter as long as any of the  Obligations  (other than
contingent  indemnification  obligations  for  which no claims  shall  have been
asserted)  shall  be  outstanding.   Without  limiting  the  generality  of  the
foregoing,  upon  the  occurrence  and  during  the  continuance  of an Event of
Default, subject to the rights of the Seller Note holders and the Farequest Note
holder with respect to  Collateral  subject to the Prior Liens,  Agent,  for the
benefit of the Secured Parties,  is specifically  authorized to execute and file
any  applications  for or instruments of transfer and assignment of any patents,
trademarks,  copyrights  or other  Intellectual  Property with the United States
Patent and Trademark Office and the United States Copyright Office.



                                       22
<PAGE>

      (b) On a continuing  basis, each Debtor will make,  execute,  acknowledge,
deliver,  file and  record,  as the case may be,  with  the  proper  filing  and
recording  agencies in any  jurisdiction,  including,  without  limitation,  the
jurisdictions indicated on Schedule C attached hereto, all such instruments, and
take all such action as may reasonably be deemed  necessary or advisable,  or as
reasonably  requested by the Agent, for the benefit of the Secured  Parties,  to
perfect the Security  Interest created  hereunder and otherwise to carry out the
intent and purposes of this  Agreement,  or for assuring and  confirming  to the
Agent the grant or  perfection  of a security  interest  in such  portion of the
Collateral  that  consists of the type of property in which a security  interest
may be perfected by the filing of a financing statement under the UCC.

      (c) Each Debtor hereby irrevocably  appoints the Agent, for the benefit of
the Secured Parties, as such Debtor's  attorney-in-fact,  with full authority in
the place and instead of such Debtor and in the name of such  Debtor,  from time
to time in the  Agent's  discretion,  subject to the  rights of the Seller  Note
holders and the Farequest Note holder with respect to Collateral  subject to the
Prior Liens,  to take any action and to execute any  instrument  which the Agent
may deem  reasonably  necessary or advisable to accomplish  the purposes of this
Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the  Collateral  without the  signature of such Debtor  where  permitted by law,
which  financing  statements  may (but need not) describe the Collateral as "all
assets" or "all  personal  property" or words of like  import,  and ratifies all
such  actions  taken by the Agent.  This power of  attorney  is coupled  with an
interest and shall be irrevocable  for the term of this Agreement and thereafter
as  long  as any of  the  Obligations  (other  than  contingent  indemnification
obligations for which no claims shall have been asserted) shall be outstanding.

      16.  Notices.  All  notices,  requests,  demands and other  communications
hereunder shall be subject to the notice provision of the Purchase Agreement.

      17.  Other  Security.  To the  extent  that  the  Obligations  are  now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Agent, for the benefit of the Secured Parties, shall have the right, in
its sole  discretion,  to pursue,  relinquish,  subordinate,  modify or take any
other action with respect thereto, without in any way modifying or affecting any
of the Secured Parties' rights and remedies hereunder.

      18.   Appointment   of  Agent.   The  Secured   Parties   hereby   appoint
___________________  to act as their  agent  (in  such  capacity,  "Agent")  for
purposes of  exercising  any and all rights and remedies of the Secured  Parties
hereunder.  Such  appointment  shall  continue  until  revoked  in  writing by a
Majority in Interest,  at which time a Majority in Interest  shall appoint a new
Agent; provided, that _______________________ may not be removed as Agent unless
__________________  shall then hold less than $____________  principal amount of
Debentures;  provided  further  that such  removal may occur only if each of the
other Secured  Parties shall then hold not less than  $______________  principal
amount of  Debentures.  The Agent  shall have the rights,  responsibilities  and
immunities set forth in Annex B hereto.



                                       23
<PAGE>

      19. Miscellaneous.

      (a) No course of dealing  between the  Debtors,  on the one hand,  and the
Secured  Parties and the Agent,  on the other hand, nor any failure to exercise,
nor any delay in  exercising,  on the part of the  Secured  Parties,  any right,
power or privilege  hereunder or under the Debentures  shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

      (b) All of the rights and  remedies of the  Secured  Parties and the Agent
with respect to the Collateral,  whether established hereby or by the Debentures
or by  any  other  agreements,  instruments  or  documents  or by law  shall  be
cumulative and may be exercised singly or concurrently.

      (c) This Agreement  constitutes  the entire  agreement of the parties with
respect to the subject  matter  hereof and is intended  to  supersede  all prior
negotiations,  understandings  and agreements  with respect  thereto.  Except as
specifically set forth in this Agreement,  no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement  and signed by the  Debtors  and the Agent,  on behalf of the  Secured
Parties hereto.

      (d) In the event any  provision  of this  Agreement is held to be invalid,
prohibited or  unenforceable  in any  jurisdiction  for any reason,  unless such
provision is narrowed by judicial construction, this Agreement shall, as to such
jurisdiction,  be  construed as if such  invalid,  prohibited  or  unenforceable
provision  had been more narrowly  drawn so as not to be invalid,  prohibited or
unenforceable.   If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  is  held  to  be  invalid,   prohibited  or   unenforceable   in  any
jurisdiction,  such provision, as to such jurisdiction,  shall be ineffective to
the  extent  of  such  invalidity,   prohibition  or  unenforceability   without
invalidating the remaining  portion of such provision or the other provisions of
this  Agreement  and without  affecting the validity or  enforceability  of such
provision or the other provisions of this Agreement in any other jurisdiction.

      (e) No waiver of any breach or default or any right  under this  Agreement
shall be considered  valid unless in writing and signed by the party giving such
waiver,  and no such waiver shall be deemed a waiver of any subsequent breach or
default or right, whether of the same or similar nature or otherwise.



                                       24
<PAGE>

      (f) This Agreement  shall be binding upon and inure to the benefit of each
party hereto and its successors and assigns.

      (g) Each party shall take such further action and execute and deliver such
further  documents as may be necessary or  appropriate in order to carry out the
provisions and purposes of this Agreement.

      (h) All questions concerning the construction,  validity,  enforcement and
interpretation of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the  principles  of  conflicts  of law  thereof.  Each  Debtor  agrees  that all
proceedings  concerning  the  interpretations,  enforcement  and  defense of the
transactions  contemplated by this Agreement and the Debenture  (whether brought
against  a party  hereto  or its  respective  affiliates,  directors,  officers,
shareholders,  partners,  members,  employees  or  agents)  shall  be  commenced
exclusively  in the state and  federal  courts  sitting in the City of New York,
Borough of Manhattan.  Each Debtor hereby  irrevocably  submits to the exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
Borough  of  Manhattan  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein,  and  hereby  irrevocably  waives,  and  agrees  not  to  assert  in any
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such  proceeding  is improper.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this  Agreement  or the  transactions  contemplated  hereby.  If any party shall
commence a proceeding  to enforce any  provisions  of this  Agreement,  then the
prevailing  party in such proceeding  shall be reimbursed by the other party for
its reasonable  attorney's  fees and other costs and expenses  incurred with the
investigation, preparation and prosecution of such proceeding.

      (i) This Agreement may be executed in any number of counterparts,  each of
which when so executed shall be deemed to be an original and, all of which taken
together  shall  constitute  one and the same  Agreement.  In the event that any
signature is delivered by facsimile transmission,  such signature shall create a
valid  binding  obligation  of the  party  executing  (or on whose  behalf  such
signature  is  executed)  the same  with the same  force  and  effect as if such
facsimile signature were the original thereof.



                                       25
<PAGE>

      (j) All Debtors shall jointly and severally be liable for the  obligations
of each Debtor to the Secured Parties hereunder.

      (k) Each Debtor shall  indemnify,  reimburse and hold harmless the Secured
Parties  and  their  respective  partners,  members,   shareholders,   officers,
directors,  employees and agents (collectively,  "Indemnitees") from and against
any and all losses, claims,  liabilities,  damages,  penalties, suits, costs and
expenses,  of any  kind or  nature,  (including  fees  relating  to the  cost of
investigating  and defending any of the  foregoing)  imposed on,  incurred by or
asserted  against  such  Indemnitee  in any way  related to or  arising  from or
alleged to arise from this Agreement or the Collateral,  except any such losses,
claims, liabilities,  damages, penalties, suits, costs and expenses which result
from the gross negligence or willful  misconduct of the Indemnitee as determined
by a final,  nonappealable decision of a court of competent  jurisdiction.  This
indemnification provision is in addition to, and not in limitation of, any other
indemnification provision in the Debentures, the Purchase Agreement or any other
agreement,  instrument  or other  document  executed or delivered in  connection
herewith or therewith.

      (l) Nothing in this  Agreement  shall be construed to subject Agent or any
Secured  Party to  liability  as a partner in any Debtor or any if its direct or
indirect  subsidiaries that is a partnership or as a member in any Debtor or any
of its direct or indirect  subsidiaries that is a limited liability company, nor
shall Agent or any Secured Party be deemed to have assumed any obligations under
any partnership agreement or limited liability company agreement, as applicable,
of any such Debtor or any if its direct or indirect  subsidiaries  or otherwise,
unless and until any such Secured Party  exercises  its right to be  substituted
for such Debtor as a partner or member, as applicable, pursuant hereto.

      (m) To the  extent  that  the  grant  of the  Security  Agreement  and the
enforcement of the terms hereof  require the consent,  approval or action of any
partner  or member,  as  applicable,  of any  Debtor or any  direct or  indirect
subsidiary  of any  Debtor  or  compliance  with  any  provisions  of any of the
Organizational Documents, the Debtors hereby grant such consent and approval and
waive any such noncompliance with the terms of said documents.

      (n) The Security  Interest created hereunder and the exercise by the Agent
and the Secured  Parties of their rights and remedies  hereunder  are subject to
the Prior Liens and the rights and  remedies of the holders of the Seller  Notes
and the Farequest  Note under the Seller Note  Documents and the Farequest  Note
Documents, respectively, with respect to Collateral subject to a Prior Lien.

      [Remainder of Page Intentionally Left Blank; Signature Pages Follow]



                                       26
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed on the day and year first above written.

                  ONETRAVEL HOLDINGS, INC., a Delaware corporation

                  By:\s\ Marc E. Bercoon
                     ---------------------
                  Name:  Marc E. Bercoon
                  Its:   President


                  FAREQUEST HOLDINGS, INC., a Delaware corporation

                  By:\s\  Marc E. Bercoon
                     ---------------------
                  Name:  Marc E. Bercoon
                  Its:   Vice Chairman


                  ONETRAVEL, INC., a Texas corporation

                  By:\s\  Marc E. Bercoon
                     ---------------------
                  Name:  Marc E. Bercoon
                  Its:   President

AGENT:

Name of Agent: __________________________
Signature of Authorized Signatory of Agent: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________


                   [SIGNATURE PAGE OF SECURED PARTIES FOLLOWS]



                                       27
<PAGE>

                        [SIGNATURE PAGE OF SECURED PARTY]

Name of Secured Party: __________________________
Signature of Authorized Signatory of Secured Party: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________

                   [SIGNATURE PAGE OF SECURED PARTIES FOLLOWS]



                                       28
<PAGE>

                                   SCHEDULE A


Principal Place of Business of Debtors:

OneTravel Holdings, Inc.
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, GA 30346

Farequest Holdings, Inc.
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, GA 30346

OneTravel, Inc.
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, GA 30346

Locations Where Collateral is Located or Stored:

5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, GA 30346

815 North Grant
Odessa, TX  79761

3087 East Warm Springs
Bldg. 7, Suite 200
Las Vegas, NV 89120

258 Main Street
East Greenville, PA 18041

None of OneTravel Holdings,  Inc., Farequest Holdings,  Inc. or OneTravel,  Inc.
own any real property.



                                       29
<PAGE>

                                   SCHEDULE B

None.


                                       30
<PAGE>

                                   SCHEDULE C

Delaware
Texas


                                       31
<PAGE>

                                   SCHEDULE D

                      Organizational Identification Numbers

OneTravel Holdings, Inc.
Delaware State ID # 0950439

Farequest Holdings, Inc.
Delaware State ID # 3762937

OneTravel, Inc.
Texas State ID # 0145279700



                                       32
<PAGE>

                                   SCHEDULE E

                         Names; Mergers and Acquisitions

1. OneTravel Holdings,  Inc. changed its name from RCG Companies Incorporated on
June 8, 2005.

2. RCG Companies  Incorporated  changed its name from  eResource  Capital Group,
Inc. on November 14, 2003.

3. OneTravel  Holdings,  Inc. acquired  Farequest  Holdings in February 2005 and
OneTravel,  Inc. in April 2005 and also acquired  Flightserve,  Inc.  within the
past five years.

4. Trade names are as follows:

        a. cheapseats.com
        b. 1-800  cheapseats
        c. 1800cheapseats.com
        d. onetravel.com
        e. discounthotels.com
        f. 11thhour.com
        g. 11thvacations.com


                                       33
<PAGE>

                                   SCHEDULE F

                              Intellectual Property

Patents

1.    U.S.   provisional  patent  application   entitled  "ON-LINE  PURCHASE  OF
      PARTIALLY  ANONYMOUS  PRODUCTS," Serial No. 60/181,846,  filed on February
      11, 2000; converted to International Patent Cooperation Treaty US01/04221,
      filed on February 8, 2001. Currently inactive. National Stage Applications
      filed in - Canada,  CA  2400529,  on  February  8,  2001 (now  abandoned);
      European  Patent  Office,   EP  01907167.9,   on  February  8,  2001  (now
      abandoned);  and the United  States,  USSN  10/182755  on January 31, 2003
      (published November 6, 2003 as US 2003/0208387).

2.    U.S.   provisional  patent  application   entitled  "ON-LINE  PURCHASE  OF
      PARTIALLY  ANONYMOUS  PRODUCTS," Serial No. 60/186,801,  filed on March 3,
      2000 (inactive).

Trademarks

      United States Trademarks and Trademark Applications

<TABLE>
<CAPTION>
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
                        Mark                   Filing       Application No.    Registration     Registration      Comments
                                                  Date                              No.             Date
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
<C>     <C>                                    <C>         <C>                <C>              <C>              <C>
1.      ONETRAVEL.COM                          4/3/00      76/016399                                            Abandoned
                                                                                                                6/29/02
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
2.      TRAVELOGIX                             8/28/01     76/306171          2585224          6/25/02
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
3.      BIONETRAVEL.COM                        4/11/00     76/022962                                            Abandoned
                                                                                                                2/21/03
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
4.      WHITE LABEL                            1/10/00     75892894           2410736          12/5/00
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
5.      LOW PRICE & GREAT ADVICE               11/12/99    75846708           2434408          3/6/01
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
6.      FLIFO.COM                              1/6/99      75616364           2564052          4/23/02
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
7.      1TRAVEL.COM                            7/15/97     75324730                                             NetMedia
                                                                                                                listed as
                                                                                                                owner
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
8.      FAREBEATER                             3/25/99     75667625           2443797          4/17/01
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
9.      RULES OF THE AIR                       5/25/00     76056665           2519578          12/18/01
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
10.     BID1TRAVEL.COM                         12/6/99     2434408                                              Abandoned
                                                                                                                10/19/00
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
11.     HOTELWIZ                               4/20/99     75687383           2424203          1/23/01
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
12.     NETMEDIA                               5/22/96     75108305           2110469          11/4/97
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
13.     11THHOURVACATIONS.COM                  6/14/00     76068599           2482097          8/28/01
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
14.     ONETRAVEL.COM                          3/13/03     3194636
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
15.     TRAVELOGIX                             11/30/93                       1907557
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
16.     TRAVELOGIX (Stylized)                  11/30/93                       19009804                          Abandoned

------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
17.     TRAVELOGIX (Stylized)                  11/30/93                       1911697
------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
18.     TRAVELOGIX                             11/30/99                       1866830                           Abandoned

------  -------------------------------------  ----------  -----------------  ---------------  ---------------  --------------
</TABLE>



                                       34
<PAGE>

      19. Cheapseats Trademark

      Trademarks and Trademark Applications in Other Jurisdictions
<TABLE>
<CAPTION>
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
                       Mark                  Filing         Country       Application     Registration      Comments
                                               Date                           No.              No.
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
<C>     <C>                                  <C>        <C>              <C>             <C>              <C>
1.      ONETRAVEL.COM                        12/7/00    Argentina        2319283                          Inactive
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
2.      ONETRAVEL.COM                        1/25/01    Brazil           823528367                        Inactive
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
3.      ONETRAVEL.COM                        12/7/00    Argentina        2319284                          Inactive
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
4.      TRAVELOGIX                           10/6/03    Canada                           450084
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
5.      TRAVELOGIX (and Design)              10/6/03    Canada                           459251
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
6.      WHITE LABEL                          7/10/00    European Union                   001746924
------  -----------------------------------  ---------  ---------------  --------------  ---------------  --------------
</TABLE>

      Copyrights

      Common law copyrights in the Flifo software program and its Software.

      a. Domain Names

--------------------------------------------------------------------------------
domain name                               domain registration         expiration
--------------------------------------------------------------------------------
11thkits.com                                       25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
180096hotels.com                                   19-Aug-98          18-Aug-07
--------------------------------------------------------------------------------
1-cheap-airfare.com                                25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1-cheap-hotel-room.com                             25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1-cheap-vacation.com                               25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1discountair.com                                    1-Dec-97          30-Nov-06
--------------------------------------------------------------------------------
1discounthotel.com                                  1-Dec-97          30-Nov-06
--------------------------------------------------------------------------------
1-discount-vacation.com                            25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1egotrip.com                                        2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
1travel.com                                        17-Jan-96          18-Jan-11
--------------------------------------------------------------------------------
1travel.net                                        25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1travelauctions.com                                 2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
1traveler.com                                      30-Oct-98          29-Oct-06
--------------------------------------------------------------------------------
1travelguide.com                                    1-Aug-97          31-Jul-11
--------------------------------------------------------------------------------
1travelsucks.com                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1travelsucks.net                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1travelsucs.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------


                                       35
<PAGE>

--------------------------------------------------------------------------------
1travelsucs.net                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1travelsux.com                                     25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
1travelsux.net                                     25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
4-all-discount-car-rentals.com                     25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
4-all-discount-hotels.com                          25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
4-all-discount-travel.com                          25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
4-all-discount-vacations.com                       25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
4-discount-air.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
80096hotels.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
adventurewiz.com                                                      18-Oct-05
--------------------------------------------------------------------------------
airfare-report.com                                  2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
airfarereport.com                                  27-Oct-97          26-Oct-06
--------------------------------------------------------------------------------
airlinerules.com                                   27-Oct-97          26-Oct-06
--------------------------------------------------------------------------------
airlinewhiz.com                                                       18-Oct-05
--------------------------------------------------------------------------------
airlinewiz.com                                                        18-Oct-05
--------------------------------------------------------------------------------
airpackages.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
airticketforyou.com                                 7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
airtickets4u.com                                    7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
airticketsforyou.com                                7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
airwiz.com                                          4-Mar-98           3-Mar-11
--------------------------------------------------------------------------------
allinclusivewiz.com                                                   18-Oct-05
--------------------------------------------------------------------------------
alltravel.com                                                         17-Oct-05
--------------------------------------------------------------------------------
bestprice2beat.com                                  2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
bestpricetobeat.com                                 2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
bid1travel.com                                     22-Oct-99          22-Oct-06
--------------------------------------------------------------------------------
bidonetravel.com                                   22-Oct-99          22-Oct-06
--------------------------------------------------------------------------------
business-airfares.biz                              30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-airfares.com                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-airfares.info                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-airfares.net                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-airfares.org                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-airfares.us                               30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-class-fares.biz                           30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-class-fares.com                           30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-class-fares.info                          30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-class-fares.net                           30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-class-fares.org                           30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-class-fares.us                            30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------



                                       36
<PAGE>

--------------------------------------------------------------------------------
business-fares.biz                                 30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-fares.info                                30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-fares.net                                 30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-fares.org                                 30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-fares.us                                  30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-flights.biz                               30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-flights.info                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-flights.net                               30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-flights.org                               30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-flights.us                                30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-traveler.net                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveler.org                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveler.us                               30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-traveling.biz                             30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
business-traveling.com                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveling.info                            30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveling.net                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveling.org                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
business-traveling.us                              30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
carwhiz.com                                        25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
carwiz.com                                          4-Mar-98           3-Mar-11
--------------------------------------------------------------------------------
cheapseats.com                                     20-Nov-95           7-Dec-06
--------------------------------------------------------------------------------
cheapseats.net                                     20-Feb-98           6-Dec-06
--------------------------------------------------------------------------------
cheap-ticket.com                                   30-Oct-98          29-Oct-06
--------------------------------------------------------------------------------
communitywhiz.com                                   2-Sep-99           2-Sep-06
--------------------------------------------------------------------------------
cruisewiz.com                                       4-Mar-98           3-Mar-11
--------------------------------------------------------------------------------
discountcruisecabin.com                            25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
discountcruisecabins.com                           25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
discounthotel.com                                  13-Sep-96          12-Sep-07
--------------------------------------------------------------------------------
discounthotels.com                                 13-Sep-96          12-Sep-07
--------------------------------------------------------------------------------
echeapseats.com                                    27-Feb-99           6-Dec-06
--------------------------------------------------------------------------------
eurailwiz.com                                      28-May-98          13-Feb-12
--------------------------------------------------------------------------------
europeoutlet.com                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
fairbeater.com                                     19-Mar-99          19-Mar-11
--------------------------------------------------------------------------------
fare2u.com                                          7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
farebaeter.com                                      2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
fare-baeter.com                                     2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
farebeater.com                                     29-Dec-98          29-Dec-06
--------------------------------------------------------------------------------
fare-beater.com                                    22-Mar-99          22-Mar-11
--------------------------------------------------------------------------------



                                       37
<PAGE>

--------------------------------------------------------------------------------
farebeaters.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
fares2u.com                                         7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
fares4u.com                                         7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
faresforyou.com                                     7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
fliflo.com                                         25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
flifo.com                                           1-Nov-96          31-Oct-06
--------------------------------------------------------------------------------
flifo.net                                          25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
flyflo.com                                         18-May-98          17-May-06
--------------------------------------------------------------------------------
flyfo.com                                          25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
foodsite.com                                       25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
forumwhiz.com                                       1-Sep-99           1-Sep-06
--------------------------------------------------------------------------------
forumwiz.com                                        1-Sep-99           1-Sep-06
--------------------------------------------------------------------------------
getawaybucks.com                                    2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
getawaygame.com                                     2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
hawaiiwiz.com                                                         18-Oct-05
--------------------------------------------------------------------------------
honeymoonwiz.com                                                      18-Oct-05
--------------------------------------------------------------------------------
hotelwhiz.com                                      25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
hotelwiz.com                                        4-Mar-98           3-Mar-11
--------------------------------------------------------------------------------
lastminutewhiz.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
lastminutewiz.com                                  25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
lasvegasoutlet.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
lodgeforless.com                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
lowcostair.com                                      5-Nov-98           4-Nov-06
--------------------------------------------------------------------------------
lowcostairfare.com                                  5-Nov-98           4-Nov-06
--------------------------------------------------------------------------------
lowcostairfares.com                                 5-Nov-98           4-Nov-06
--------------------------------------------------------------------------------
lowcostairlines.com                                 5-Nov-98           4-Nov-06
--------------------------------------------------------------------------------
lowest-fare.com                                    23-Oct-98          22-Oct-06
--------------------------------------------------------------------------------
maximiler.com                                      25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
one-business-travel.biz                            30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
onebusinesstravel.com                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
one-business-travel.com                            30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
one-business-travel.info                           30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
one-business-travel.net                            30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
one-business-travel.org                            30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
one-business-travel.us                             30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
oneegotrip.com                                      2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
onetravel.com                                       6-Aug-96           5-Aug-10
--------------------------------------------------------------------------------
onetravel.net                                      25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravel-business.biz                             30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------



                                       38
<PAGE>
--------------------------------------------------------------------------------
onetravelbusiness.com                              30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
onetravel-business.com                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
onetravel-business.info                            30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
onetravel-business.net                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
onetravel-business.org                             30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
onetravel-business.us                              30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
onetraveler.com                                    30-Oct-98          29-Oct-06
--------------------------------------------------------------------------------
one-traveler.com                                   30-Oct-98          29-Oct-06
--------------------------------------------------------------------------------
onetravelsucks.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravelsucks.net                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravelsucs.com                                  25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravelsucs.net                                  25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravelsux.com                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onetravelsux.net                                   25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
onevacation.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
otkits.com                                         25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
partneronetravel.com                                2-Feb-05           2-Feb-06
--------------------------------------------------------------------------------
preveiwtravel.com                                  30-Oct-98          29-Oct-06
--------------------------------------------------------------------------------
railwiz.com                                        26-May-98          27-Feb-12
--------------------------------------------------------------------------------
rentalcars4u.com                                    7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
rentalcarsforyou.com                                7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
resortoutlet.com                                   17-Jan-99          17-Jan-06
--------------------------------------------------------------------------------
rulesoftheair.com                                  19-Feb-98          18-Feb-06
--------------------------------------------------------------------------------
seat2u.com                                          7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
seatforyou.com                                      7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
seats2u.com                                         7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
seatsforyou.com                                     7-Oct-03           7-Oct-06
--------------------------------------------------------------------------------
seniorwiz.com                                                         18-Oct-05
--------------------------------------------------------------------------------
singlewiz.com
--------------------------------------------------------------------------------
spawhiz.net                                          2/2/005           2-Feb-06
--------------------------------------------------------------------------------
spawiz.com                                                            18-Oct-05
--------------------------------------------------------------------------------
studentwiz.com                                                        18-Oct-05
--------------------------------------------------------------------------------
superclubz.com                                     26-Oct-98          25-Oct-06
--------------------------------------------------------------------------------
thebiztrip.com                                                        18-Oct-05
--------------------------------------------------------------------------------
thefamilytrip.com                                                     18-Oct-05
--------------------------------------------------------------------------------
thefuntrip.com                                                        18-Oct-05
--------------------------------------------------------------------------------
thegrouptrip.com                                                      18-Oct-05
--------------------------------------------------------------------------------
thehoneymoontrip.com                                                  18-Oct-05
--------------------------------------------------------------------------------
thelastminutetrip.com                                                 18-Oct-05
--------------------------------------------------------------------------------
thepleasuretrip.com                                                   18-Oct-05
--------------------------------------------------------------------------------



                                       39
<PAGE>

--------------------------------------------------------------------------------
theseniortrip.com                                                     18-Oct-05
--------------------------------------------------------------------------------
thesingletrip.com                                                     18-Oct-05
--------------------------------------------------------------------------------
thestudentrip.com                                                     18-Oct-05
--------------------------------------------------------------------------------
thestudenttrip.com                                                    18-Oct-05
--------------------------------------------------------------------------------
thetripwiz.com                                                        18-Oct-05
--------------------------------------------------------------------------------
thevacationtrip.com                                                   18-Oct-05
--------------------------------------------------------------------------------
ticket-info.com                                    20-Nov-95           7-Dec-06
--------------------------------------------------------------------------------
tourwiz.com                                                           18-Oct-05
--------------------------------------------------------------------------------
trainwiz.com                                       25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
travel-business.biz                                30-Oct-03          29-Oct-06
--------------------------------------------------------------------------------
travel-business.info                               30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
travel-business.org                                30-Oct-03          30-Oct-06
--------------------------------------------------------------------------------
traveldatainfo.com                                 29-Dec-03          29-Dec-06
--------------------------------------------------------------------------------
travelhelpcenter.com                               27-Oct-04          27-Oct-06
--------------------------------------------------------------------------------
travelogix.com                                     25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
travelone.com                                      10-Dec-01          10-Dec-06
--------------------------------------------------------------------------------
travelsolutions.com                                17-Oct-97          13-Feb-12
--------------------------------------------------------------------------------
tripwhiz.com                                        7-Nov-98           6-Nov-06
--------------------------------------------------------------------------------
tripwiz.com                                         5-Mar-98           4-Mar-11
--------------------------------------------------------------------------------
ultimatew.com                                      25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
usawiz.com                                                            18-Oct-05
--------------------------------------------------------------------------------
vacation4auctions.com                              19-Nov-99          19-Nov-06
--------------------------------------------------------------------------------
vacationforauction.com                             19-Nov-99          19-Nov-06
--------------------------------------------------------------------------------
vacationsavers.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
vacationtrip.com                                                      18-Oct-06
--------------------------------------------------------------------------------
vacationwiz.com                                     5-Mar-98           4-Mar-11
--------------------------------------------------------------------------------
vegasoutlet.com                                    25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
weatherwhiz.com                                     4-Oct-99           4-Oct-06
--------------------------------------------------------------------------------
weatherwiz.com                                      4-Oct-99           4-Oct-06
--------------------------------------------------------------------------------
whitelabelfare.com                                 25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
whitelabelfares.com                                25-Feb-02          25-Feb-06
--------------------------------------------------------------------------------
worktrip.com                                                          18-Oct-06
--------------------------------------------------------------------------------
wwwonetravel.com                                                      24-Mar-06
11thhour.com
11thhourvacations.com
--------------------------------------------------------------------------------



                                       40
<PAGE>

                                   SCHEDULE G

                                 Account Debtors

None.



                                       41
<PAGE>

                                   SCHEDULE H

                               Pledged Securities

1.    All of the issued and outstanding common stock of Farequest Holdings, Inc.

2.    All of the issued and outstanding common stock of OneTravel, Inc.



                                       42
<PAGE>

                                   SCHEDULE I

                             Commercial Tort Claims

None.



                                       43
<PAGE>

                                     ANNEX B
                                       to
                                    SECURITY
                                    AGREEMENT

                                    THE AGENT

      1. Appointment. The Secured Parties (all capitalized terms used herein and
not  otherwise  defined  shall  have the  respective  meanings  provided  in the
Security  Agreement  to which this Annex B is attached  (the  "Agreement")),  by
their   acceptance  of  the  benefits  of  the   Agreement,   hereby   designate
_______________ as the Agent (in such capacity, the "Agent") to act as specified
herein and in the Agreement.  Each Secured Party shall be deemed  irrevocably to
authorize  the Agent to take such action on its behalf under the  provisions  of
the Agreement and any other Transaction Document (as such term is defined in the
Debentures) and to exercise such powers and to perform such duties hereunder and
thereunder  as are  specifically  delegated  to or  required of the Agent by the
terms  hereof and thereof  and such other  powers as are  reasonably  incidental
thereto.  The Agent may  perform any of its duties  hereunder  by or through its
agents or employees.

      2. Nature of Duties.  The Agent  shall have no duties or  responsibilities
except those expressly set forth in the Agreement.  Neither the Agent nor any of
its partners, members,  shareholders,  officers, directors,  employees or agents
shall  be  liable  for any  action  taken or  omitted  by it as such  under  the
Agreement or hereunder or in connection  herewith or therewith,  be  responsible
for the  consequence of any oversight or error of judgment or answerable for any
loss,  unless caused solely by its or their gross  negligence or willful conduct
as determined by a final judgment (not subject to further  appeal) of a court of
competent  jurisdiction.  The  duties  of the  Agent  shall  be  mechanical  and
administrative in nature; the Agent shall not have by reason of the Agreement or
any other Transaction Document a fiduciary relationship in respect of any Debtor
or any Secured  Party;  and nothing in the  Agreement  or any other  Transaction
Document,  expressed  or implied,  is intended to or shall be so construed as to
impose upon the Agent any  obligations  in respect of the Agreement or any other
Transaction Document except as expressly set forth herein and therein.

      3. Lack of Reliance on the Agent.  Independently and without reliance upon
the Agent, each Secured Party, to the extent it deems appropriate,  has made and
shall continue to make (i) its own  independent  investigation  of the financial
condition and affairs of the Company and its  subsidiaries  in  connection  with
such Secured Party's investment in the Debtors,  the creation and continuance of
the Obligations, the transactions contemplated by the Transaction Documents, and
the taking or not taking of any action in connection therewith, and (ii) its own
appraisal of the  creditworthiness  of the Company and its subsidiaries,  and of
the value of the Collateral  from time to time, and the Agent shall have no duty
or  responsibility,  either  initially or on a continuing  basis, to provide any
Secured Party with any credit, market or other information with respect thereto,
whether coming into its possession before any Obligations are incurred or at any
time or times  thereafter.  The Agent shall not be responsible to the Debtors or
any Secured Party for any recitals, statements, information,  representations or
warranties herein or in any document,  certificate or other writing delivered in
connection herewith, or for the execution, effectiveness, genuineness, validity,
enforceability,  perfection,  collectibility,  priority  or  sufficiency  of the
Agreement or any other Transaction  Document,  or for the financial condition of
the  Debtors or the value of any of the  Collateral,  or be required to make any
inquiry  concerning  either the  performance  or observance of any of the terms,
provisions or conditions of the Agreement or any other Transaction  Document, or
the financial  condition of the Debtors,  or the value of any of the Collateral,
or the existence or possible  existence of any default or Event of Default under
the Agreement, the Debentures or any of the other Transaction Documents.



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<PAGE>

      4. Certain Rights of the Agent. The Agent shall have the right to take any
action with respect to the Collateral,  on behalf of all of the Secured Parties.
To the extent practical,  the Agent shall request  instructions from the Secured
Parties with respect to any material act or action (including failure to act) in
connection with the Agreement or any other  Transaction  Document,  and shall be
entitled to act or refrain from acting in accordance  with the  instructions  of
Secured Parties holding a majority in principal  amount of Debentures  (based on
then-outstanding  principal  amounts  of  Debentures  at the  time  of any  such
determination);  if such  instructions  are not  provided  despite  the  Agent's
request therefor, the Agent shall be entitled to refrain from such act or taking
such  action,  and if such action is taken,  shall be  entitled  to  appropriate
indemnification  from the  Secured  Parties in respect of actions to be taken by
the Agent;  and the Agent shall not incur  liability  to any person or entity by
reason of so refraining.  Without  limiting the foregoing,  (a) no Secured Party
shall have any right of action  whatsoever  against the Agent as a result of the
Agent acting or refraining from acting hereunder in accordance with the terms of
the Agreement or any other Transaction  Document,  and the Debtors shall have no
right to question or challenge the authority of, or the  instructions  given to,
the Agent  pursuant to the  foregoing and (b) the Agent shall not be required to
take any action  which the Agent  believes (i) could  reasonably  be expected to
expose it to  personal  liability  or (ii) is contrary  to this  Agreement,  the
Transaction Documents or applicable law.

      5.  Reliance.  The Agent  shall be  entitled  to rely,  and shall be fully
protected  in  relying,  upon  any  writing,   resolution,   notice,  statement,
certificate,  telex, teletype or telecopier message, cablegram, radiogram, order
or other document or telephone message signed, sent or made by the proper person
or entity,  and, with respect to all legal  matters  pertaining to the Agreement
and the other Transaction  Documents and its duties  thereunder,  upon advice of
counsel  selected by it and upon all other matters  pertaining to this Agreement
and the other Transaction  Documents and its duties  thereunder,  upon advice of
other experts selected by it.

      6.  Indemnification.  To the extent that the Agent is not  reimbursed  and
indemnified  by the Debtors,  the Secured  Parties  will  jointly and  severally
reimburse and indemnify the Agent,  in proportion to their  initially  purchased
respective  principal  amounts  of  Debentures,  from  and  against  any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever which may be
imposed on,  incurred by or asserted  against the Agent in performing its duties
hereunder or under the Agreement or any other  Transaction  Document,  or in any
way  relating  to or  arising  out of the  Agreement  or any  other  Transaction
Document except for those determined by a final judgment (not subject to further
appeal) of a court of competent  jurisdiction  to have resulted  solely from the
Agent's own gross negligence or willful  misconduct.  Prior to taking any action
hereunder as Agent,  the Agent may require each Secured Party to deposit with it
sufficient sums as it determines in good faith is necessary to protect the Agent
for costs and expenses associated with taking such action.



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<PAGE>

      7. Resignation by the Agent.

      (a) The Agent may resign from the  performance  of all its  functions  and
duties under the  Agreement and the other  Transaction  Documents at any time by
giving 30 days'  prior  written  notice (as  provided in the  Agreement)  to the
Debtors and the Secured  Parties.  Such  resignation  shall take effect upon the
appointment of a successor Agent pursuant to clauses (b) and (c) below.

      (b) Upon any such notice of resignation,  the Secured Parties, acting by a
Majority in Interest, shall appoint a successor Agent hereunder.

      (c) If a  successor  Agent  shall not have been so  appointed  within said
30-day period, the Agent shall then appoint a successor Agent who shall serve as
Agent until such time, if any, as the Secured  Parties appoint a successor Agent
as provided  above.  If a  successor  Agent has not been  appointed  within such
30-day period, the Agent may petition any court of competent jurisdiction or may
interplead  the  Debtors  and  the  Secured  Parties  in a  proceeding  for  the
appointment of a successor Agent, and all fees,  including,  but not limited to,
extraordinary  fees  associated  with the filing of  interpleader  and  expenses
associated therewith, shall be payable by the Debtors on demand.

      8. Rights with respect to  Collateral.  Each Secured Party agrees with all
other  Secured  Parties,  the Debtors  and the Agent (i) that it shall not,  and
shall not attempt to, exercise any rights with respect to its security  interest
in the Collateral,  whether  pursuant to any other agreement or otherwise (other
than pursuant to this  Agreement),  or take or institute any action  against the
Agent or any of the other  Secured  Parties in respect of the  Collateral or its
rights  hereunder  (other than any such action  arising  from the breach of this
Agreement)  and (ii) that such Secured Party has no other rights with respect to
the  Collateral  other  than as set  forth  in  this  Agreement  and  the  other
Transaction Documents.


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