SUBSIDIARY GUARANTEE

      SUBSIDIARY  GUARANTEE,  dated as of October 21,  2005 (this  "Guarantee"),
made by each of the signatories  hereto (together with any other entity that may
become a party hereto as provided  herein,  individually and  collectively,  the
"Guarantors"),  in favor of the purchasers  signatory (the "Purchasers") to that
certain  Securities  Purchase  Agreement,  dated  as of  the  date  hereof  (the
"Purchase  Agreement") among OneTravel  Holdings,  Inc., a Delaware  corporation
(the "Company") and the Purchasers.

                              W I T N E S S E T H:

      WHEREAS,  pursuant to the  Purchase  Agreement,  the Company has agreed to
sell and issue to the  Purchasers,  and the  Purchasers  have agreed to purchase
from the Company, the Company's Secured Convertible Debentures,  due October 21,
2008 (the "Debentures"),  subject to the terms and conditions set forth therein;
and

      WHEREAS, each Guarantor will directly benefit from the extension of credit
to the Company represented by the issuance of the Debentures; and

      NOW,  THEREFORE,  in  consideration  of the  premises  and to  induce  the
Purchasers  to  enter  into  the  Purchase   Agreement  and  to  carry  out  the
transactions  contemplated  thereby,  each  Guarantor  hereby  agrees  with  the
Purchasers, as follows:

      1.  Definitions.  Unless  otherwise  defined herein,  terms defined in the
Purchase  Agreement and used herein shall have the meanings given to them in the
Purchase  Agreement.  The words "hereof," "herein," "hereto" and "hereunder" and
words  of  similar  import  when  used in this  Guarantee  shall  refer  to this
Guarantee as a whole and not to any particular provision of this Guarantee,  and
Section  and  Schedule   references  are  to  this  Guarantee  unless  otherwise
specified.  The  meanings  given  to  terms  defined  herein  shall  be  equally
applicable  to both the singular and plural forms of such terms.  The  following
terms shall have the following meanings:

            "Agent"  shall  have the  meaning  given  such term in the  Security
      Agreement.

            "Guarantee"  means  this  Subsidiary  Guarantee,  as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Obligations" means the collective  reference to all obligations and
      undertakings  of the Company of whatever  nature,  monetary or  otherwise,
      under the Debentures,  the Purchase Agreement, the Security Agreement, the
      Warrants,  the Registration Rights Agreement or any other future agreement
      executed in connection therewith,  together with all reasonable attorneys'
      fees,  disbursements  and all  other  costs  and  expenses  of  collection
      incurred by Purchasers in enforcing  any of such  Obligations  and/or this
      Guarantee.



                                        1
<PAGE>

      2. Guarantee.

      (a) Guarantee.

                  (i)   The   Guarantors   hereby,    jointly   and   severally,
            unconditionally  and  irrevocably,  guarantee to the  Purchasers and
            their respective successors, indorsees, transferees and assigns, the
            prompt and complete  payment and performance by the Company when due
            (whether at the stated  maturity,  by  acceleration or otherwise) of
            the Obligations.

                  (ii) Anything herein or in any other  Transaction  Document to
            the  contrary   notwithstanding,   the  maximum  liability  of  each
            Guarantor hereunder and under the other Transaction  Documents shall
            in no event  exceed  the  amount  which  can be  guaranteed  by such
            Guarantor under  applicable  federal and state laws,  including laws
            relating to the  insolvency  of debtors,  fraudulent  conveyance  or
            transfer or laws affecting the rights of creditors  generally (after
            giving effect to the right of  contribution  established  in Section
            2(b)).

                  (iii) Each Guarantor  agrees that the  Obligations  may at any
            time and from time to time  exceed  the amount of the  liability  of
            such Guarantor  hereunder without impairing the guarantee  contained
            in this  Section 2 or  affecting  the  rights  and  remedies  of the
            Purchasers hereunder.

                  (iv) The guarantee contained in this Section 2 shall remain in
            full  force  and  effect  until  all  the  Obligations  (other  than
            contingent  indemnification  obligations  for which no claims  shall
            have been asserted) shall have been paid in full.

                  (v) No payment made by the Company, any of the Guarantors, any
            other  guarantor or any other Person or received or collected by the
            Purchasers  from  the  Company,  any of the  Guarantors,  any  other
            guarantor or any other Person by virtue of any action or  proceeding
            or any set-off or  appropriation  or application at any time or from
            time to time in reduction of or in payment of the Obligations  shall
            be deemed  to  modify,  reduce,  release  or  otherwise  affect  the
            liability of any Guarantor  hereunder  which shall,  notwithstanding
            any such payment  (other than any payment made by such  Guarantor in
            respect of the Obligations or any payment received or collected from
            such Guarantor in respect of the Obligations), remain liable for the
            Obligations up to the maximum liability of such Guarantor  hereunder
            until  the  Obligations   (other  than  contingent   indemnification
            obligations  for which no claims shall have been  asserted) are paid
            in full.



                                       2
<PAGE>

                  (vi)   Notwithstanding   anything  to  the  contrary  in  this
            Agreement,  with respect to any defaulted  non-monetary  Obligations
            the  specific   performance  of  which  by  the  Guarantors  is  not
            reasonably  possible  (e.g.  the  issuance of the  Company's  Common
            Stock),   the  Guarantors  shall  only  be  liable  for  making  the
            Purchasers  whole on a monetary  basis for the Company's  failure to
            perform  such   Obligations  in  accordance   with  the  Transaction
            Documents.

      (b) Right of Contribution. Each Guarantor hereby agrees that to the extent
that a  Guarantor  shall  have  paid more  than its  proportionate  share of any
payment made  hereunder,  such  Guarantor  shall be entitled to seek and receive
contribution  from and against any other Guarantor  hereunder which has not paid
its proportionate share of such payment.  Each Guarantor's right of contribution
shall be subject to the terms and  conditions of Section 2(c). The provisions of
this Section 2(b) shall in no respect limit the  obligations  and liabilities of
any Guarantor to the  Purchasers,  and each Guarantor shall remain liable to the
Purchasers for the full amount guaranteed by such Guarantor hereunder.

      (c) No  Subrogation.  Notwithstanding  any payment  made by any  Guarantor
hereunder  or any  set-off  or  application  of  funds of any  Guarantor  by the
Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights
of the Purchasers  against the Company or any other  Guarantor or any collateral
security or guarantee or right of offset held by the  Purchasers for the payment
of the  Obligations,  nor shall any  Guarantor  seek or be  entitled to seek any
contribution or reimbursement from the Company or any other Guarantor in respect
of payments  made by such  Guarantor  hereunder,  until all amounts owing to the
Purchasers by the Company on account of the  Obligations  (other than contingent
indemnification  obligations  for which no claims shall have been  asserted) are
paid in full.  If any amount  shall be paid to any  Guarantor on account of such
subrogation  rights  at  any  time  when  all  of the  Obligations  (other  than
contingent  indemnification  obligations  for  which no claims  shall  have been
asserted)  shall not have been paid in full,  such amount  shall be held by such
Guarantor  in trust for the  Purchasers,  segregated  from  other  funds of such
Guarantor,  and shall, forthwith upon receipt by such Guarantor,  be turned over
to the Agent,  for the benefit of the Purchasers,  in the exact form received by
such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required),
to be  applied  by  the  Agent  against  the  Obligations,  whether  matured  or
unmatured, in accordance with Section 9 of the Security Agreement.



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<PAGE>

      (d) Amendments, Etc. With Respect to the Obligations. Each Guarantor shall
remain  obligated  hereunder  notwithstanding  that,  without any reservation of
rights  against any  Guarantor  and without  notice to or further  assent by any
Guarantor,  any  demand  for  payment  of  any of the  Obligations  made  by the
Purchasers  may  be  rescinded  by the  Purchasers  and  any of the  Obligations
continued, and the Obligations, or the liability of any other Person upon or for
any part thereof,  or any collateral  security or guarantee therefor or right of
offset with respect  thereto,  may,  from time to time,  in whole or in part, be
renewed,  extended,  amended,  modified,   accelerated,   compromised,   waived,
surrendered or released by the  Purchasers,  and the Purchase  Agreement and the
other  Transaction  Documents and any other documents  executed and delivered in
connection therewith may be amended,  modified,  supplemented or terminated,  in
whole or in part, as the  Purchasers  may deem  advisable from time to time, and
any  collateral  security,  guarantee or right of offset at any time held by the
Purchasers for the payment of the  Obligations may be sold,  exchanged,  waived,
surrendered  or released.  The  Purchasers  shall have no obligation to protect,
secure,  perfect or insure any Lien at any time held by them as security for the
Obligations  or for the  guarantee  contained  in this Section 2 or any property
subject thereto.

      (e) Guarantee  Absolute and  Unconditional.  Each Guarantor waives any and
all  notice  of  the  creation,  renewal,  extension  or  accrual  of any of the
Obligations  and  notice  of or proof of  reliance  by the  Purchasers  upon the
guarantee  contained in this Section 2 or acceptance of the guarantee  contained
in this  Section 2; the  Obligations,  and any of them,  shall  conclusively  be
deemed to have been  created,  contracted  or  incurred,  or renewed,  extended,
amended or waived,  in reliance upon the guarantee  contained in this Section 2;
and all dealings between the Company and any of the Guarantors, on the one hand,
and the Purchasers,  on the other hand, likewise shall be conclusively  presumed
to have been had or consummated in reliance upon the guarantee contained in this
Section 2. Each  Guarantor  waives to the  extent  permitted  by law  diligence,
presentment,  protest, demand for payment and notice of default or nonpayment to
or upon the Company or any of the  Guarantors  with respect to the  Obligations.
Each  Guarantor  understands  and agrees that the  guarantee  contained  in this
Section  2 shall  be  construed  as a  continuing,  absolute  and  unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Purchase Agreement or any other Transaction Document,  any of the Obligations or
any other  collateral  security  therefor or  guarantee  or right of offset with
respect thereto at any time or from time to time held by the Purchasers, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance
or fraud or misconduct by  Purchasers)  which may at any time be available to or
be asserted by the Company or any other Person  against the  Purchasers,  or (c)
any other circumstance whatsoever (with or without notice to or knowledge of the
Company  or  such  Guarantor)  which  constitutes,  or  might  be  construed  to
constitute,  an equitable or legal discharge of the Company for the Obligations,
or of such  Guarantor  under  the  guarantee  contained  in this  Section  2, in
bankruptcy  or in any other  instance.  When  making  any  demand  hereunder  or
otherwise pursuing its rights and remedies hereunder against any Guarantor,  the
Agent may,  but shall be under no  obligation  to,  make a similar  demand on or
otherwise  pursue such rights and remedies as they may have against the Company,
any other  Guarantor or any other Person or against any  collateral  security or
guarantee for the Obligations or any right of offset with respect  thereto,  and
any failure by the Agent or the  Purchasers  to make any such demand,  to pursue
such other rights or remedies or to collect any payments  from the Company,  any
other  Guarantor  or any other  Person or to  realize  upon any such  collateral
security or guarantee or to exercise any such right of offset, or any release of
the Company,  any other  Guarantor  or any other  Person or any such  collateral
security,  guarantee or right of offset,  shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies,  whether  express,  implied or  available  as a matter of law,  of the
Purchasers  against any  Guarantor.  For the  purposes  hereof,  "demand"  shall
include the commencement and continuance of any legal proceedings.



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<PAGE>

      (f)  Reinstatement.  The  guarantee  contained  in  this  Section  2 shall
continue to be effective,  or be reinstated,  as the case may be, if at any time
payment,  or any part thereof,  of any of the Obligations (other than contingent
indemnification  obligations  for which no claims  shall have been  asserted) is
rescinded or must otherwise be restored or returned by the  Purchasers  upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of  the
Company  or any  Guarantor,  or  upon or as a  result  of the  appointment  of a
receiver,  intervenor or conservator  of, or trustee or similar officer for, the
Company or any Guarantor or any substantial part of its property,  or otherwise,
all as though such payments had not been made.

      (g) Payments.  Each Guarantor  hereby  guarantees that payments  hereunder
will be paid to the Agent, for the benefit of the Purchasers, without set-off or
counterclaim  in U.S.  dollars at the  address  set forth or  referred to in the
Purchase Agreement.

      3.  Representations  and  Warranties.  Each  Guarantor  hereby  makes  the
following  representations  and  warranties  to the  Purchasers,  as of the date
hereof: (a) Organization and Qualification. The Guarantor is a corporation, duly
incorporated,  validly  existing  and in good  standing  under  the  laws of the
applicable  jurisdiction  set forth on Schedule 1, with the requisite  corporate
power and authority to own and use its properties and assets and to carry on its
business as currently  conducted.  The Guarantor has no subsidiaries  other than
those identified as such on the Disclosure  Schedules to the Purchase Agreement.
The  Guarantor is duly  qualified  to do business  and is in good  standing as a
foreign  corporation  in each  jurisdiction  in which the nature of the business
conducted or property  owned by it makes such  qualification  necessary,  except
where the failure to be so  qualified or in good  standing,  as the case may be,
could not, individually or in the aggregate,  (x) adversely affect the legality,
validity or enforceability of any of this Guarantee in any material respect, (y)
have a material adverse effect on the results of operations,  assets, prospects,
or financial  condition of the Guarantor or (z) adversely impair in any material
respect  the  Guarantor's  ability  to  perform  fully  on a  timely  basis  its
obligations under this Guarantee (a "Material Adverse Effect").



                                       5
<PAGE>

      (b) Authorization;  Enforcement. The Guarantor has the requisite corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by this  Guarantee,  and  otherwise  to carry out its  obligations
hereunder. The execution and delivery of this Guarantee by the Guarantor and the
consummation  by it of the  transactions  contemplated  hereby  have  been  duly
authorized by all requisite corporate action on the part of the Guarantor.  This
Guarantee has been duly executed and delivered by the Guarantor and  constitutes
the valid and  binding  obligation  of the  Guarantor  enforceable  against  the
Guarantor in accordance  with its terms,  except as such  enforceability  may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.

      (c)  No  Conflicts.  The  execution,  delivery  and  performance  of  this
Guarantee  by  the  Guarantor  and  the  consummation  by the  Guarantor  of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any provision of its  Certificate  of  Incorporation  or By-laws or (ii)
conflict  with,  constitute a default (or an event which 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  of,  any  agreement,
indenture or instrument to which the Guarantor is a party,  or (iii) result in a
violation of any law, rule, regulation,  order, judgment,  injunction, decree or
other restriction of any court or governmental  authority to which the Guarantor
is subject (including Federal and state securities laws and regulations),  or by
which any  material  property or asset of the  Guarantor  is bound or  affected,
except in the case of each of clauses (ii) and (iii), such conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as could
not,  individually  or in the  aggregate,  have or result in a Material  Adverse
Effect. The business of the Guarantor is not being conducted in violation of any
law,  ordinance  or  regulation  of  any  governmental  authority,   except  for
violations  which,  individually  or in the  aggregate,  do not have a  Material
Adverse Effect.

      (d) Consents and  Approvals.  The  Guarantor is not required to obtain any
consent,  waiver,  authorization or order of, or make any filing or registration
with, any court or other federal,  state,  local,  foreign or other governmental
authority  or other  person  in  connection  with the  execution,  delivery  and
performance by the Guarantor of this Guarantee.



                                       6
<PAGE>

      (e) Purchase Agreement. Except as set forth in the Disclosure Schedules or
in  the  SEC  Reports  (each,  as  defined  in  the  Purchase  Agreement),   the
representations  and  warranties  of the  Company  set  forth  in  the  Purchase
Agreement as they relate to such Guarantor, each of which is hereby incorporated
herein by  reference,  are true and correct in all material  respects as of each
time such  representations  are  deemed  to be made  pursuant  to such  Purchase
Agreement,  and the Purchasers,  shall be entitled to rely on each of them as if
they were fully set forth  herein,  provided,  that each  reference in each such
representation  and warranty to the Company's  knowledge shall, for the purposes
of this Section 3, be deemed to be a reference to such Guarantor's knowledge.

      (f) Foreign Law. Each  Guarantor has consulted  with  appropriate  foreign
legal  counsel  with  respect  to any of the  above  representations  for  which
non-U.S.  law is applicable.  Such foreign  counsel have advised each applicable
Guarantor   that  such  counsel  knows  of  no  reason  why  any  of  the  above
representations  would  not be true and  accurate.  Such  foreign  counsel  were
provided with copies of this Guarantee and the  Transaction  Documents  prior to
rendering their advice.

      4. Covenants.

      (a) Each Guarantor  covenants and agrees with the  Purchasers,  that, from
and  after  the  date  of this  Guarantee  until  the  Obligations  (other  than
contingent  indemnification  obligations  for  which no claims  shall  have been
asserted) shall have been paid in full, such Guarantor shall take,  and/or shall
refrain from taking,  as the case may be, each  commercially  reasonable  action
that is necessary to be taken or not taken, as the case may be, so that no Event
of Default  is caused by the  failure  to take such  action or to  refrain  from
taking such action by such Guarantor.

      (b)  So  long  as  any  of  the   Obligations   (other   than   contingent
indemnification  obligations  for which no claims shall have been  asserted) are
outstanding, each Guarantor will not directly or indirectly on or after the date
of this Guarantee:

            i. except with the prior written consent of the Agent and except for
      Permitted Indebtedness (as defined in the Debentures), enter into, create,
      incur,  assume or suffer to exist any  indebtedness  for borrowed money of
      any kind, including but not limited to, a guarantee, on or with respect to
      any of its  property  or assets  now owned or  hereafter  acquired  or any
      interest therein or any income or profits  therefrom that is senior to, or
      pari passu with, in any respect, such Guarantor's obligations hereunder;



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<PAGE>

            ii.  except with the prior  written  consent of the Agent and except
      for Permitted Liens (as defined in the  Debentures),  enter into,  create,
      incur, assume or suffer to exist any liens of any kind, on or with respect
      to any of its  property or assets now owned or  hereafter  acquired or any
      interest therein or any income or profits  therefrom that is senior to, in
      any respect, such Guarantor's obligations hereunder;

            iii. amend its certificate of incorporation, bylaws or other charter
      documents so as to adversely affect any rights of Agent or the Purchasers;

            iv.  except  with  the  prior  written  consent  of the  Agent or as
      otherwise  permitted under the Debentures,  repay,  repurchase or offer to
      repay,  repurchase or otherwise  acquire more than a de minimis  number of
      shares of its Common Stock or Common Stock Equivalents;

            v. enter into any agreement with respect to any of the foregoing; or

            vi. pay cash dividends on any equity  securities of the  Guarantors,
      except for dividends and distributions to the Company.

      5. Miscellaneous.

      (a)  Amendments  in  Writing.  None of the  terms  or  provisions  of this
Guarantee may be waived,  amended,  supplemented or otherwise modified except in
writing by the Guarantors and the Agent, for the benefit of the Purchasers.

      (b) Notices. All notices, requests and demands to or upon the Agent or any
Guarantor hereunder shall be effected in the manner provided for in the Purchase
Agreement;  provided  that any such  notice,  request  or  demand to or upon any
Guarantor  shall be addressed to such  Guarantor at its notice address set forth
on Schedule 5(b).

      (c) No Waiver By Course Of Conduct;  Cumulative Remedies.  The Agent shall
not by any act (except by a written instrument pursuant to Section 5(a)), delay,
indulgence,  omission or  otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default under the  Transaction  Documents
or Event of Default. No failure to exercise, nor any delay in exercising, on the
part of the Agent,  any right,  power or privilege  hereunder shall operate as a
waiver thereof.  No single or partial exercise of any right,  power or privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right,  power or  privilege.  A waiver by the Agent of any right or
remedy  hereunder  on any one  occasion  shall not be  construed as a bar to any
right or remedy which the Agent would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative,  may be exercised  singly or
concurrently  and are not exclusive of any other rights or remedies  provided by
law.



                                       8
<PAGE>

      (d) Enforcement Expenses; Indemnification.

            (i) Each  Guarantor  agrees to pay, or reimburse the Agent,  for the
      benefit of the  Purchasers  for,  all its costs and  expenses  incurred in
      collecting against such Guarantor under the guarantee contained in Section
      2 or otherwise enforcing or preserving any rights under this Guarantee and
      the  other  Transaction  Documents  to which  such  Guarantor  is a party,
      including,  without  limitation,  the reasonable fees and disbursements of
      counsel to the Agent.

            (ii)  Each  Guarantor  agrees  to pay,  and to save  the  Purchasers
      harmless from, any and all liabilities  with respect to, or resulting from
      any delay in paying, any and all stamp, excise, sales or other taxes which
      may be payable or determined  to be payable in connection  with any of the
      transactions contemplated by this Guarantee.

            (iii)  Each  Guarantor  agrees  to pay,  and to save the  Purchasers
      harmless  from, any and all  liabilities,  obligations,  losses,  damages,
      penalties,  actions, judgments, suits, costs, expenses or disbursements of
      any kind or nature  whatsoever  with respect to the  execution,  delivery,
      enforcement,  performance  and  administration  of this  Guarantee  to the
      extent the Company  would be  required  to do so pursuant to the  Purchase
      Agreement.

            (iv) The  agreements in this Section shall survive  repayment of the
      Obligations and all other amounts payable under the Purchase Agreement and
      the other Transaction Documents.

      (e)  Successors  and  Assigns.  This  Guarantee  shall be binding upon the
successors  and assigns of each  Guarantor and shall inure to the benefit of the
Purchasers  and  their  respective  successors  and  assigns;  provided  that no
Guarantor  may assign,  transfer or  delegate  any of its rights or  obligations
under this  Guarantee  without the prior written  consent of the Agent,  for the
benefit of the Purchasers.



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<PAGE>

      (f) Set-Off.  Each Guarantor hereby irrevocably  authorizes the Agent, for
the benefit of the Purchasers,  at any time and from time to time while an Event
of Default  under any of the  Transaction  Documents  shall have occurred and be
continuing,  without notice to such Guarantor or any other  Guarantor,  any such
notice being expressly waived by each Guarantor,  to set-off and appropriate and
apply any and all deposits, credits, indebtedness or claims, in any currency, in
each case  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured,  at any time held or owing by the  Purchasers to or for the credit or
the account of such Guarantor, or any part thereof in such amounts as the Agent,
for the  benefit of the  Purchasers,  may elect,  against  and on account of the
obligations  and  liabilities of such Guarantor to the Purchasers  hereunder and
claims of every nature and description of the Purchasers against such Guarantor,
in any currency,  whether arising hereunder,  under the Purchase Agreement,  any
other  Transaction  Document or otherwise,  as the Agent, for the benefit of the
Purchasers,  may elect, whether or not the Agent has made any demand for payment
and although  such  obligations,  liabilities  and claims may be  contingent  or
unmatured.  The Agent shall notify such  Guarantor  promptly of any such set-off
and the application made by the Agent of the proceeds thereof, provided that the
failure to give such notice  shall not affect the  validity of such  set-off and
application. The rights of the Agent under this Section are in addition to other
rights and  remedies(including,  without  limitation,  other  rights of set-off)
which the Agent, for the benefit of the Purchasers, may have.

      (g)  Counterparts.  This  Guarantee  may be executed by one or more of the
parties to this Guarantee on any number of separate  counterparts  (including by
telecopy),  and all of said  counterparts  taken  together  shall be  deemed  to
constitute one and the same instrument.

      (h)  Severability.  Any provision of this Guarantee which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      (i) Section Headings.  The Section headings used in this Guarantee are for
convenience of reference only and are not to affect the  construction  hereof or
be taken into consideration in the interpretation hereof.

      (j)  Integration.  This  Guarantee  and the  other  Transaction  Documents
represent the agreement of the Guarantors and the Purchasers with respect to the
subject  matter  hereof and thereof,  and there are no  promises,  undertakings,
representations  or  warranties  by the  Purchasers  relative to subject  matter
hereof and thereof not expressly set forth or referred to herein or in the other
Transaction Documents.

      (k) Governing Law. THIS GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY PRINCIPLES OF CONFLICTS OF LAWS.



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<PAGE>

      (l)  Submission  to   Jurisdictional;   Waiver.   Each  Guarantor   hereby
irrevocably and unconditionally:

            (i)  submits  for itself  and its  property  in any legal  action or
      proceeding relating to this Guarantee and the other Transaction  Documents
      to which it is a party, or for recognition and enforcement of any judgment
      in respect  thereof,  to the  non-exclusive  general  jurisdiction  of the
      Courts of the State of New York, located in New York County, New York, the
      courts of the United  States of America for the  Southern  District of New
      York, and appellate courts from any thereof;

            (ii) consents  that any such action or proceeding  may be brought in
      such courts and waives any objection  that it may now or hereafter have to
      the venue of any such action or  proceeding in any such court or that such
      action or proceeding was brought in an  inconvenient  court and agrees not
      to plead or claim the same;

            (iii)  agrees  that  service  of  process  in  any  such  action  or
      proceeding  may be effected  by mailing a copy  thereof by  registered  or
      certified  mail  (or any  substantially  similar  form of  mail),  postage
      prepaid,  to such  Guarantor  at its address  referred to in the  Purchase
      Agreement  or at such  other  address  of which the Agent  shall have been
      notified pursuant thereto;

            (iv) agrees that  nothing  herein  shall  affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (v) waives,  to the maximum  extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this  Section any  special,  exemplary,  punitive  or  consequential
      damages.

      (m) Acknowledgements. Each Guarantor hereby acknowledges that:

            (i) it has been advised by counsel in the negotiation, execution and
      delivery of this Guarantee and the other Transaction Documents to which it
      is a party;

            (ii) the Purchasers have no fiduciary  relationship  with or duty to
      any Guarantor  arising out of or in connection  with this Guarantee or any
      of the other  Transaction  Documents,  and the  relationship  between  the
      Guarantors,  on the one hand,  and the  Purchasers,  on the other hand, in
      connection  herewith or therewith  is solely that of debtor and  creditor;
      and



                                       11
<PAGE>

            (iii) no joint venture is created hereby or by the other Transaction
      Documents or otherwise exists by virtue of the  transactions  contemplated
      hereby among the Guarantors and the Purchasers.

      (n)   Additional   Guarantors.   The  Company  shall  cause  each  of  its
subsidiaries  formed  or  acquired  subsequent  to the date  hereof  to become a
Guarantor  for all purposes of this  Guarantee by executing  and  delivering  an
Assumption Agreement in the form of Annex 1 hereto.

      (o) Release of Guarantors.  Subject to Section 2.6, each Guarantor will be
released from all liability hereunder concurrently with the repayment in full of
the Obligations (other than contingent indemnification  obligations for which no
claims shall have been asserted).

      (p)  Waiver of Jury  Trial.  EACH  GUARANTOR  AND,  BY  ACCEPTANCE  OF THE
BENEFITS HEREOF, THE PURCHASERS,  HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING  RELATING TO THIS  GUARANTEE AND
FOR ANY COUNTERCLAIM THEREIN.

      [Remainder of Page Intentionally Left Blank; Signature Page Follows]



                                       12
<PAGE>

         IN WITNESS  WHEREOF,  each of the undersigned has caused this Guarantee
to be duly executed and delivered as of the date first above written.


                             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



                                       13
<PAGE>

                                   SCHEDULE 1

                                   GUARANTORS

      The  following  are  the  names,  notice  addresses  and  jurisdiction  of
incorporation of each Guarantor.


NAME AND                                                         JURISDICTION OF
NOTICE ADDRESS                                                   INCORPORATION
--------------                                                   ---------------

OneTravel, Inc.                                                  Texas
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, GA 30346
Attn.:  President

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



                                       14
<PAGE>

                                   Annex 1 to
                              SUBSIDIARY GUARANTEE

ASSUMPTION    AGREEMENT,    dated    as   of   ____   __,    ______    made   by
______________________________,  a  ______________  corporation (the "Additional
Guarantor"),  in favor of the Purchaser  signatory  (the  "Purchasers")  to that
certain  Securities  Purchase  Agreement,  dated as of  October  ___,  2005 (the
"Purchase  Agreement") among OneTravel  Holdings,  Inc., a Delaware  corporation
(the  "Company"),  Agent and the Purchasers.  All capitalized  terms not defined
herein shall have the meaning ascribed to them in such Purchase Agreement.

                              W I T N E S S E T H :

      WHEREAS,  in  connection  with  the  Purchase  Agreement,  certain  of the
Company's  Subsidiaries have entered into the Subsidiary Guarantee,  dated as of
October ____, 2005 (as amended,  supplemented or otherwise modified from time to
time, the "Guarantee") in favor of Purchasers;

      WHEREAS,  the  Purchase  Agreement  requires the  Additional  Guarantor to
become a party to the Guarantee; and

      WHEREAS,  the Additional  Guarantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee;

                          NOW, THEREFORE, IT IS AGREED:

      1. Guarantee.  By executing and delivering this Assumption Agreement,  the
Additional  Guarantor,  as provided  in Section  5(n) of the  Guarantee,  hereby
becomes a party to the Guarantee as a Guarantor  thereunder  with the same force
and effect as if originally  named therein as a Guarantor and,  without limiting
the generality of the foregoing,  hereby  expressly  assumes all obligations and
liabilities of a Guarantor  thereunder.  The  information set forth in Annex 1-A
hereto  is  hereby  added to the  information  set  forth in  Schedule  1 to the
Guarantee.  The Additional Guarantor hereby represents and warrants that each of
the  representations  and warranties  contained in Section 3 of the Guarantee is
true and correct in all  material  respects on and as the date hereof as to such
Additional  Guarantor  (after giving effect to this Assumption  Agreement) as if
made on and as of such date.

      2.  Governing  Law. THIS  ASSUMPTION  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



                                       15
<PAGE>

      IN WITNESS WHEREOF,  the undersigned has caused this Assumption  Agreement
to be duly executed and delivered as of the date first above written.


                              [ADDITIONAL GUARANTOR]

                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:


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