ESCROW AGREEMENT

      THIS ESCROW  AGREEMENT (this  "Agreement") is made as of October 21, 2005,
by and among OneTravel Holdings,  Inc., a Delaware  corporation (the "Company"),
the  purchasers   signatory   hereto  (each  a  "Purchaser"   and  together  the
"Purchasers"),  and  Feldman  Weinstein  LLP,  with an address at 420  Lexington
Avenue,  New York,  New York  10170-0002,  facsimile  number (212) 401-4741 (the
"Escrow  Agent").  Capitalized  terms used but not defined herein shall have the
meanings set forth in the Securities Purchase Agreement referred to in the first
recital.

                              W I T N E S S E T H:

      WHEREAS, the Purchasers will be purchasing from the Company, severally and
not jointly with the other  Purchasers,  in the aggregate,  up to $13,500,000 in
the  aggregate  Principal  Amount of the  Secured  Convertible  Debentures  (the
"Debentures")  and  the  Warrants  on  the  Closing  Date  as set  forth  in the
Securities  Purchase Agreement (the "Purchase  Agreement") dated the date hereof
between the Purchasers and the Company,  which  securities  will be issued under
the terms contained herein and in the Purchase Agreement; and

      WHEREAS, it is intended that the purchase of the securities be consummated
in accordance with the requirements set forth in Regulation D promulgated  under
the Securities Act of 1933, as amended; and

      WHEREAS,  the Company and the  Purchasers  have  requested that the Escrow
Agent  hold the  Subscription  Amounts  in  escrow  until the  Escrow  Agent has
received  the Release  Notice in the form  attached  hereto from the Company and
each Purchaser;

      NOW,  THEREFORE,  in  consideration  of the covenants and mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE 1

                               TERMS OF THE ESCROW

      1.1. The parties  hereby  agree to  establish  an escrow  account with the
Escrow  Agent  whereby the Escrow Agent shall hold the funds for the purchase of
up to  $13,500,000,  in the  aggregate,  of the  Debentures  and the Warrants as
contemplated by the Purchase Agreement.

      1.2. Upon the Escrow Agent's receipt of  Subscription  Amounts of not less
than  $10,000,000  in the  aggregate  for the  Closing  into its  master  escrow
account,  together with executed  counterparts of this  Agreement,  the Purchase
Agreement,  the Security  Agreement,  and the Registration Rights Agreement from
each Purchaser,  it shall  telephonically  advise the Company,  or the Company's
designated  attorney  or agent,  of its  receipt of the  aggregate  Subscription
Amounts  into  its  master  escrow  account  and its  receipt  of such  executed
counterparts.



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<PAGE>

      1.3. Wire transfers to the Escrow Agent shall be made as follows:

                  STERLING NATIONAL BANK
                  622 3RD AVENUE
                  NEW YORK, NY 10017
                  ACCOUNT NAME:  FELDMAN WEINSTEIN LLP
                  ABA ROUTING NO: 026007773
                  ACCT NO: 0814180101
                  REMARK:  OTV/[FUND NAME]

      1.4 The Company, promptly following being advised by the Escrow Agent that
the Escrow  Agent has received the  aggregate  Subscription  Amounts of not less
than $10,000,000 in the aggregate for the Closing along with facsimile copies of
counterpart  signature  pages of the  Purchase  Agreement,  Registration  Rights
Agreement, the Security Agreement and this Agreement from each Purchaser,  shall
deliver to the Escrow Agent the following:

            (a) certificates evidencing the shares of Debentures,  registered in
      the name of such Purchaser;

            (b) certificates representing the Warrants;

            (c) the Company's executed counterpart of the Purchase Agreement;

            (d) the Company's  executed  counterpart of the Registration  Rights
      Agreement;

            (e) the executed opinion of Company Counsel,  in the form of Exhibit
      D to the Purchase Agreement;

            (f) the  Company's  original  executed  counterpart  of this  Escrow
      Agreement; and

            (g) the  Company's  original  executed  counterpart  of the Security
      Agreement, along with the Security Documents.

      1.5 In the event that the  foregoing  items are not in the Escrow  Agent's
possession  within  five (5)  Trading  Days of the Escrow  Agent  notifying  the
Company  that the Escrow  Agent has custody of the  Subscription  Amounts of not
less than  $10,000,000  in the  aggregate for the Closing,  then each  Purchaser
shall have the right to demand the return of their  portion of the  Subscription
Amount.

      1.6  Once  the  Escrow  Agent  receives  by mail,  overnight  delivery  or
facsimile,  a Release Notice (the "Release  Notice") in the form attached hereto
as Exhibit X  executed  by the  Company  and each  Purchaser,  it shall (a) wire
4.7619% of  $2,000,000  of the  aggregate  Subscription  Amounts per the written
instructions of Roth Capital  Partners,  LLC, (b) wire 4.7619% of $10,500,000 of
the aggregate  Subscription Amounts per the written instructions of HPC, and (c)
wire  the  remainder  of the  aggregate  Subscription  Amounts  after  the  wire
transfers set forth in Section 1.6(a) and 1.6(b) above, to the Company's account
listed in Section 1.7 below, net of $20,000 per the instructions of HPC.



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<PAGE>

      1.7 Wire  transfers  to the  Company  shall be made  pursuant  to  written
instructions from the Company or Company Counsel provided to the Escrow Agent on
the Closing Date.

      1.8 Once the funds (as set forth  above) have been sent per the  Company's
instructions,  the  Escrow  Agent  shall  then  arrange  to  have  the  Purchase
Agreement, the Registration Rights Agreement, the Security Agreement, the Escrow
Agreement and the opinion of counsel  delivered to the  appropriate  parties and
upon  notification  from  the  Company  that  it has  received  approval  of the
transaction from the American Stock Exchange, the Debentures and the Warrants to
the appropriate parties.

                                   ARTICLE II

                                  MISCELLANEOUS

      2.1 No waiver or any breach of any covenant or provision  herein contained
shall be deemed a waiver of any preceding or succeeding  breach  thereof,  or of
any other  covenant or  provision  herein  contained.  No  extension of time for
performance  of any  obligation  or act shall be deemed an extension of the time
for performance of any other obligation or act.

      2.2 All notices or other  communications  required or permitted  hereunder
shall be in writing, and shall be sent as set forth in the Purchase Agreement.

      2.3 This  Escrow  Agreement  shall be binding  upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.

      2.4 This Escrow  Agreement  is the final  expression  of, and contains the
entire agreement between,  the parties with respect to the subject matter hereof
and  supersedes  all prior  understandings  with  respect  thereto.  This Escrow
Agreement may not be modified, changed,  supplemented or terminated, nor may any
obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

      2.5  Whenever  required  by the  context  of this  Escrow  Agreement,  the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties,  but rather as if all parties had prepared the same.  Unless  otherwise
indicated, all references to Articles are to this Escrow Agreement.

      2.6 The parties hereto expressly agree that this Escrow Agreement shall be
governed by, interpreted under and construed and enforced in accordance with the
laws of the  State of New  York.  Any  action  to  enforce,  arising  out of, or
relating in any way to, any  provisions of this Escrow  Agreement  shall only be
brought in a state or Federal court sitting in New York City.



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<PAGE>

      2.7 The Escrow Agent's duties hereunder may be altered,  amended, modified
or revoked  only by a writing  signed by the  Company,  each  Purchaser  and the
Escrow Agent.

      2.8 The Escrow Agent shall be obligated  only for the  performance of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow  Agent may do or omit to do  hereunder  as the Escrow Agent while
acting in good faith and in the absence of gross  negligence,  fraud and willful
misconduct,  and any act done or  omitted by the Escrow  Agent  pursuant  to the
advice of the Escrow Agent's  attorneys-at-law  shall be conclusive  evidence of
such  good  faith,  in the  absence  of  gross  negligence,  fraud  and  willful
misconduct.

      2.9 The Escrow Agent is hereby  expressly  authorized to disregard any and
all  warnings  given by any of the  parties  hereto  or by any  other  person or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

      2.10 The Escrow Agent shall not be liable in any respect on account of the
identity,  authorization  or rights of the parties  executing or  delivering  or
purporting  to execute or deliver the  Purchase  Agreement  or any  documents or
papers  deposited or called for  thereunder in the absence of gross  negligence,
fraud and willful misconduct.

      2.11 The Escrow  Agent shall be entitled to employ such legal  counsel and
other  experts as the Escrow  Agent may deem  necessary  properly  to advise the
Escrow Agent in connection  with the Escrow Agent's duties  hereunder,  may rely
upon  the  advice  of  such  counsel,   and  may  pay  such  counsel  reasonable
compensation; provided that the costs of such compensation shall be borne by the
Escrow  Agent.  The Escrow  Agent has acted as legal  counsel  for HPC,  and may
continue to act as legal counsel for HPC from time to time,  notwithstanding its
duties as the Escrow  Agent  hereunder.  The  Company  and the other  Purchasers
consent to the Escrow Agent in such capacity as legal counsel for HPC and waives
any claim that such representation represents a conflict of interest on the part
of the Escrow Agent. The Company and the Purchasers  understand that HPC and the
Escrow Agent are relying explicitly on the foregoing  provision in entering into
this Escrow Agreement.

      2.12 The Escrow Agent's  responsibilities  as escrow agent hereunder shall
terminate  if the Escrow  Agent  shall  resign by giving  written  notice to the
Company and the Purchasers. In the event of any such resignation, the Purchasers
and the Company shall promptly  appoint a successor  Escrow Agent and the Escrow
Agent shall promptly deliver to such successor Escrow Agent any escrow funds and
other documents held by the Escrow Agent.



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<PAGE>

      2.13 If the Escrow Agent reasonably  requires other or further instruments
in connection with this Escrow  Agreement or obligations in respect hereto,  the
necessary parties hereto shall join in furnishing such instruments.

      2.14 It is  understood  and  agreed  that  should any  dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the escrow  funds held by the Escrow  Agent  hereunder,  the Escrow  Agent is
authorized and directed in the Escrow  Agent's sole  discretion (1) to retain in
the Escrow  Agent's  possession  without  liability to anyone all or any part of
said  documents or the escrow funds until such disputes  shall have been settled
either by mutual  written  agreement of the parties  concerned by a final order,
decree  or  judgment  or a court of  competent  jurisdiction  after the time for
appeal has expired and no appeal has been perfected,  but the Escrow Agent shall
be under no duty  whatsoever to institute or defend any such  proceedings or (2)
to deliver the escrow  funds and any other  property and  documents  held by the
Escrow Agent  hereunder to a state or Federal  court  having  competent  subject
matter  jurisdiction  and located in the City of New York in accordance with the
applicable procedure therefore

      2.15 The  Company  and each  Purchaser  agree  jointly  and  severally  to
indemnify and hold harmless the Escrow Agent and its partners, employees, agents
and representatives from any and all claims,  liabilities,  costs or expenses in
any way  arising  from or relating  to the duties or  performance  of the Escrow
Agent  hereunder  or the  transactions  contemplated  hereby or by the  Purchase
Agreement  other than any such claim,  liability,  cost or expense to the extent
the same shall have been determined by final,  unappealable  judgment of a court
of competent  jurisdiction to have resulted from the gross negligence,  fraud or
willful misconduct of the Escrow Agent.

                            ************************



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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of date first written above.

ONETRAVEL HOLDINGS, INC.


By: /s/   Marc E. Bercoon
   ------------------------------------------------
   Name:  Marc E. Bercoon
   Title: President

With a copy to (which shall not constitute notice):



ESCROW AGENT:

FELDMAN WEINSTEIN LLP


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


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES FOR PURCHASERS FOLLOW]



<PAGE>

                  [SIGNATURE PAGE OF PURCHASERS TO OTV ESCROW]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________


                     [SIGNATURE PAGE OF PURCHASERS FOLLOWS]



<PAGE>

                                                                    Exhibit X to
                                                                Escrow Agreement
                                 RELEASE NOTICE

      The UNDERSIGNED, pursuant to the Escrow Agreement, dated as of October 21,
2005, among OneTravel  Holdings,  Inc., a Delaware  corporation (the "Company"),
the Purchasers signatory thereto and Feldman Weinstein LLP, as Escrow Agent (the
"Escrow Agreement"; capitalized terms used herein and not defined shall have the
meaning  ascribed  to such terms in the  Escrow  Agreement),  hereby  notify the
Escrow Agent that each of the  conditions  precedent to the purchase and sale of
the  Securities  set  forth  in the  Securities  Purchase  Agreement  have  been
satisfied.  The Company and the undersigned Purchaser hereby confirm that all of
their  respective  representations  and  warranties  contained  in the  Purchase
Agreement  are true and correct in all  material  respects as of the date hereof
(other than any  representation or warranty that expressly relates to a specific
date,  which  representation  or warranty  is true and  correct in all  material
respects as of the date so  specified),  and authorize the release by the Escrow
Agent of the funds and  documents  to be released at the Closing as described in
the Escrow Agreement.  This Release Notice shall not be effective until executed
by the Company and the Purchaser.

      This  Release  Notice may be signed in one or more  counterparts,  each of
which shall be deemed an original.

      IN WITNESS WHEREOF,  the undersigned have caused this Release Notice to be
duly executed and delivered as of this 21st day of October, 2005.


ONETRAVEL HOLDINGS, INC.


By: /s/   Marc E. Bercoon
   ----------------------
   Name:  Marc E. Bercoon
   Title: President


                     [SIGNATURE PAGE OF PURCHASERS FOLLOWS]


<PAGE>

                  [SIGNATURE PAGE OF PURCHASERS TO OTV RELEASE]


Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________


                     [SIGNATURE PAGE OF PURCHASERS FOLLOWS]