EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, WHICH SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY. THIS SECURITY
AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA  FIDE  MARGIN  ACCOUNT  OR OTHER  LOAN  SECURED  BY SUCH
SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                            ONETRAVEL HOLDINGS, INC.

      THIS COMMON STOCK PURCHASE  WARRANT (the  "Warrant")  certifies  that, for
value received,  _____________ (the "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the 181st day  following  the date hereof (the  "Initial
Exercise  Date")  and on or  prior  to  the  close  of  business  on  the  fifth
anniversary  of the  Initial  Exercise  Date (the  "Termination  Date")  but not
thereafter,  to subscribe  for and purchase  from  OneTravel  Holdings,  Inc., a
Delaware  corporation  (the  "Company"),  up to __________  shares (the "Warrant
Shares") of Common Stock, par value $0.04 per share, of the Company (the "Common
Stock").  The  purchase  price of one share of Common  Stock under this  Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).

      Section 1.  Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase Agreement"),  dated October __, 2005, among the Company
and the purchasers signatory thereto.

      Section 2. Exercise.


                                       1
<PAGE>

            a) Exercise of Warrant.  Exercise of the purchase rights represented
      by this Warrant may be made,  in whole or in part, at any time or times on
      or after the Initial  Exercise Date and on or before the Termination  Date
      by delivery to the Company of a duly executed facsimile copy of the Notice
      of Exercise  Form  annexed  hereto (or such other  office or agency of the
      Company as it may designate by notice in writing to the registered  Holder
      at the  address of such  Holder  appearing  on the books of the  Company);
      provided,  however,  within 5  Trading  Days of the date  said  Notice  of
      Exercise is  delivered  to the  Company,  if this  Warrant is exercised in
      full,  the Holder shall have  surrendered  this Warrant to the Company and
      the Company shall have received payment of the aggregate Exercise Price of
      the shares thereby  purchased by wire transfer or cashier's check drawn on
      a United States bank. Notwithstanding anything herein to the contrary, the
      Holder shall not be required to physically  surrender  this Warrant to the
      Company until the Holder has purchased all of the Warrant Shares available
      hereunder and the Warrant has been exercised in full. Partial exercises of
      this  Warrant  resulting  in purchases of a portion of the total number of
      Warrant Shares  available  hereunder shall have the effect of lowering the
      outstanding  number of Warrant Shares  purchasable  hereunder in an amount
      equal to the applicable number of Warrant Shares purchased. The Holder and
      the Company shall  maintain  records  showing the number of Warrant Shares
      purchased  and the date of such  purchases.  The Company shall deliver any
      objection to any Notice of Exercise  Form within 1 Business Day of receipt
      of such notice. In the event of any dispute or discrepancy, the records of
      the  Holder  shall be  controlling  and  determinative  in the  absence of
      manifest  error.  The  Holder  and any  assignee,  by  acceptance  of this
      Warrant,  acknowledge  and agree that, by reason of the provisions of this
      paragraph,  following  the  purchase  of a portion of the  Warrant  Shares
      hereunder,  the number of Warrant Shares available for purchase  hereunder
      at any given time may be less than the amount stated on the face hereof.

            b) Exercise Price. The exercise price of the Common Stock under this
      Warrant shall be $2.55,  subject to adjustment  hereunder  (the  "Exercise
      Price").

            c) Cashless Exercise. If at any time after one year from the date of
      issuance of this  Warrant  there is no  effective  Registration  Statement
      registering,  or no current  prospectus  available  for, the resale of the
      Warrant  Shares by the Holder  (any such time being a  "Cashless  Exercise
      Period"),  then this  Warrant may also be  exercised  during the  Cashless
      Exercise  Period by means of a  "cashless  exercise"  in which the  Holder
      shall be  entitled  to  receive a  certificate  for the  number of Warrant
      Shares  equal to the  quotient  obtained by  dividing  [(A-B) (X)] by (A),
      where:

            (A) = the VWAP on the Trading Day immediately  preceding the date of
                  such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant  Shares  issuable  upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            Notwithstanding  anything herein to the contrary, on the Termination
      Date, this Warrant shall be automatically  exercised via cashless exercise
      pursuant to this Section 2(c).


                                       2
<PAGE>

            d) Holder's Restrictions.  The Company shall not effect any exercise
      of this  Warrant,  and a Holder  shall not have the right to exercise  any
      portion of this  Warrant,  pursuant to Section 2(c) or  otherwise,  to the
      extent that after giving  effect to such  issuance  after  exercise,  such
      Holder  (together with such Holder's  affiliates,  and any other person or
      entity acting as a group together with such Holder or any of such Holder's
      affiliates),  as set forth on the  applicable  Notice of  Exercise,  would
      beneficially  own in excess of 4.99% of the number of shares of the Common
      Stock outstanding  immediately  after giving effect to such issuance.  For
      purposes of the foregoing  sentence,  the number of shares of Common Stock
      beneficially  owned by such Holder and its  affiliates  shall  include the
      number of shares of Common Stock  issuable  upon  exercise of this Warrant
      with respect to which the  determination  of such  sentence is being made,
      but shall  exclude  the number of shares of Common  Stock  which  would be
      issuable upon (A) exercise of the remaining,  nonexercised portion of this
      Warrant beneficially owned by such Holder or any of its affiliates and (B)
      exercise or conversion of the unexercised or  nonconverted  portion of any
      other securities of the Company (including,  without limitation, any other
      Debentures or Warrants)  subject to a limitation on conversion or exercise
      analogous to the limitation  contained herein  beneficially  owned by such
      Holder or any of its  affiliates.  Except  as set  forth in the  preceding
      sentence, for purposes of this Section 2(d), beneficial ownership shall be
      calculated  in  accordance  with Section 13(d) of the Exchange Act and the
      rules and regulations promulgated  thereunder,  it being acknowledged by a
      Holder  that the  Company is not  representing  to such  Holder  that such
      calculation  is in  compliance  with Section 13(d) of the Exchange Act and
      such Holder is solely  responsible for any schedules  required to be filed
      in accordance  therewith.  To the extent that the limitation  contained in
      this Section 2(d) applies,  the  determination  of whether this Warrant is
      exercisable (in relation to other  securities owned by such Holder) and of
      which a  portion  of this  Warrant  is  exercisable  shall  be in the sole
      discretion of a Holder,  and the  submission of a Notice of Exercise shall
      be deemed to be each  Holder's  determination  of whether  this Warrant is
      exercisable (in relation to other  securities owned by such Holder) and of
      which portion of this Warrant is exercisable, in each case subject to such
      aggregate percentage limitation,  and the Company shall have no obligation
      to verify or confirm the accuracy of such  determination.  In addition,  a
      determination  as to any  group  status  as  contemplated  above  shall be
      determined  in  accordance  with Section 13(d) of the Exchange Act and the
      rules and regulations promulgated thereunder. For purposes of this Section
      2(d), in determining  the number of outstanding  shares of Common Stock, a
      Holder may rely on the  number of  outstanding  shares of Common  Stock as
      reflected in (x) the Company's  most recent Form 10-Q or Form 10-K, as the
      case may be, (y) a more recent public  announcement  by the Company or (z)
      any other notice by the Company or the  Company's  Transfer  Agent setting
      forth the number of shares of Common Stock  outstanding.  Upon the written
      or oral  request of a Holder,  the Company  shall  within two Trading Days
      confirm  orally and in  writing or by e-mail to such  Holder the number of
      shares of Common  Stock  then  outstanding.  In any  case,  the  number of
      outstanding shares of Common Stock shall be determined after giving effect
      to the conversion or exercise of securities of the Company, including this
      Warrant,  by such Holder or its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported.  The provisions
      of this  paragraph  shall be  implemented  in a manner  otherwise  than in
      strict  conformity  with the terms of this  Section  2(d) to correct  this
      paragraph (or any portion  hereof) which may be defective or  inconsistent
      with the intended 4.99% beneficial  ownership  limitation herein contained
      or to make changes or supplements  necessary or desirable to properly give
      effect  to  such  4.99%  limitation.  The  limitations  contained  in this
      paragraph shall apply to a successor holder of this Warrant.


                                       3
<PAGE>

            e) Mechanics of Exercise.

                  i. Authorization of Warrant Shares. The Company covenants that
            all  Warrant  Shares  which may be issued  upon the  exercise of the
            purchase  rights  represented by this Warrant will, upon exercise of
            the purchase  rights  represented by this Warrant in accordance with
            the terms hereof, be duly authorized, validly issued, fully paid and
            nonassessable and free from all taxes,  liens and charges in respect
            of the issue  thereof  (other than taxes in respect of any  transfer
            occurring contemporaneously with such issue).

                  ii. Delivery of Certificates  Upon Exercise.  Certificates for
            shares  purchased  hereunder  shall be  transmitted  by the transfer
            agent of the Company to the Holder by  crediting  the account of the
            Holder's prime broker with the Depository  Trust Company through its
            Deposit  Withdrawal Agent Commission  ("DWAC") system if the Company
            is a participant in such system,  and otherwise by physical delivery
            to the  address  specified  by the Holder in the Notice of  Exercise
            within 3 Trading Days from the delivery to the Company of the Notice
            of Exercise Form in accordance  with the terms hereof,  surrender of
            this Warrant (if  required)  and payment of the  aggregate  Exercise
            Price as set forth  above  ("Warrant  Share  Delivery  Date").  This
            Warrant  shall be  deemed  to have  been  exercised  on the date the
            Exercise Price is received by the Company.  The Warrant Shares shall
            be deemed to have been  issued,  and  Holder or any other  person so
            designated  to be named  therein  shall be deemed  to have  become a
            holder of record of such shares for all purposes, as of the date the
            Warrant has been exercised by payment to the Company of the Exercise
            Price  and all  taxes  required  to be paid by the  Holder,  if any,
            pursuant to Section  2(e)(vii) prior to the issuance of such shares,
            have been paid.

                  iii.  Delivery of New Warrants Upon Exercise.  If this Warrant
            shall have been exercised in part, the Company shall, at the request
            of a Holder and upon surrender of this Warrant  certificate,  at the
            time of delivery of the  certificate  or  certificates  representing
            Warrant  Shares,  deliver  to Holder a new  Warrant  evidencing  the
            rights of Holder to purchase the  unpurchased  Warrant Shares called
            for by this Warrant,  which new Warrant shall in all other  respects
            be identical with this Warrant.

                  iv.  Rescission  Rights.  If the  Company  fails to cause  its
            transfer   agent  to  transmit  to  the  Holder  a  certificate   or
            certificates  representing  the  Warrant  Shares  pursuant  to  this
            Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder
            will have the right to rescind such exercise.


                                       4
<PAGE>

                  v.  Compensation  for  Buy-In on  Failure  to  Timely  Deliver
            Certificates  Upon  Exercise.   In  addition  to  any  other  rights
            available to the Holder,  if the Company fails to cause its transfer
            agent to  transmit  to the  Holder  a  certificate  or  certificates
            representing the Warrant Shares pursuant to an exercise on or before
            the Warrant Share  Delivery  Date, and if after such date the Holder
            is required by its broker to purchase (in an open market transaction
            or otherwise) shares of Common Stock to deliver in satisfaction of a
            sale  by  the  Holder  of  the  Warrant   Shares  which  the  Holder
            anticipated  receiving  upon such  exercise (a  "Buy-In"),  then the
            Company  shall (1) pay in cash to the Holder the amount by which (x)
            the Holder's total purchase price (including brokerage  commissions,
            if any) for the shares of Common Stock so purchased  exceeds (y) the
            amount obtained by multiplying (A) the number of Warrant Shares that
            the Company was required to deliver to the Holder in connection with
            the  exercise at issue,  times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the
            option of the Holder,  either  reinstate  the portion of the Warrant
            and equivalent  number of Warrant Shares for which such exercise was
            not  honored or deliver to the Holder the number of shares of Common
            Stock that would have been  issued had the Company  timely  complied
            with its exercise and delivery obligations  hereunder.  For example,
            if the Holder  purchases  Common Stock having a total purchase price
            of $11,000 to cover a Buy-In with respect to an  attempted  exercise
            of shares of Common Stock with an  aggregate  sale price giving rise
            to such  purchase  obligation  of $10,000,  under  clause (1) of the
            immediately  preceding sentence the Company shall be required to pay
            the Holder  $1,000.  The Holder  shall  provide the Company  written
            notice  indicating  the amounts  payable to the Holder in respect of
            the  Buy-In,  together  with  applicable   confirmations  and  other
            evidence reasonably  requested by the Company.  Nothing herein shall
            limit a Holder's right to pursue any other remedies  available to it
            hereunder,  at law or in equity  including,  without  limitation,  a
            decree of specific performance and/or injunctive relief with respect
            to the Company's failure to timely deliver certificates representing
            shares of Common  Stock upon  exercise  of the  Warrant as  required
            pursuant to the terms hereof.

                  vi. No Fractional  Shares or Scrip.  No  fractional  shares or
            scrip  representing  fractional  shares  shall  be  issued  upon the
            exercise of this Warrant. As to any fraction of a share which Holder
            would  otherwise  be entitled to purchase  upon such  exercise,  the
            Company  shall  pay a cash  adjustment  in  respect  of  such  final
            fraction  in an  amount  equal to such  fraction  multiplied  by the
            Exercise Price.


                                       5
<PAGE>

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
            Warrant  Shares shall be made  without  charge to the Holder for any
            issue or transfer tax or other incidental  expense in respect of the
            issuance of such certificate,  all of which taxes and expenses shall
            be paid by the Company, and such certificates shall be issued in the
            name of the  Holder or in such name or names as may be  directed  by
            the Holder;  provided,  however,  that in the event certificates for
            Warrant Shares are to be issued in a name other than the name of the
            Holder,   this  Warrant  when  surrendered  for  exercise  shall  be
            accompanied by the Assignment  Form attached hereto duly executed by
            the Holder; and the Company may require, as a condition thereto, the
            payment of a sum  sufficient  to  reimburse  it for any transfer tax
            incidental thereto.

                  viii.  Closing  of  Books.  The  Company  will not  close  its
            stockholder books or records in any manner which prevents the timely
            exercise of this Warrant, pursuant to the terms hereof.

            f) Call  Provision.  Subject to the  provisions  of Section 2(d) and
      this Section 2(f),  if, after the  Effective  Date the VWAP for each of 20
      consecutive Trading Days (the "Measurement  Period",  which 20 Trading Day
      period shall not have  commenced  until after the Effective  Date) exceeds
      200% of the then Exercise  Price  (subject to  adjustment  for forward and
      reverse  stock  splits,  recapitalizations,  stock  dividends and the like
      after the Initial Exercise Date) (the "Threshold Price"), then the Company
      may,  within  five  Trading  Days  of the  end of such  period,  call  for
      cancellation  of all or any portion of this  Warrant for which a Notice of
      Exercise has not yet been delivered  (such right,  a "Call").  To exercise
      this right, the Company must deliver to the Holder an irrevocable  written
      notice (a "Call  Notice"),  indicating  therein the portion of unexercised
      portion of this Warrant to which such notice  applies.  If the  conditions
      set forth below for such Call are satisfied  from the period from the date
      of the Call Notice through and including the Call Date (as defined below),
      then any portion of this  Warrant  subject to such Call Notice for which a
      Notice of Exercise  shall not have been  received by the Call Date will be
      cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after
      the date the Call Notice is received by the Holder  (such date,  the "Call
      Date").  Any unexercised  portion of this Warrant to which the Call Notice
      does not pertain will be  unaffected by such Call Notice.  In  furtherance
      thereof,  the Company  covenants and agrees that it will honor all Notices
      of Exercise with respect to Warrant  Shares  subject to a Call Notice that
      are tendered  through 6:30 p.m. (New York City time) on the Call Date. The
      parties  agree  that any Notice of  Exercise  delivered  following  a Call
      Notice shall first reduce to zero the number of Warrant  Shares subject to
      such Call Notice prior to reducing the remaining  Warrant Shares available
      for purchase  under this  Warrant.  For example,  if (x) this Warrant then
      permits  the Holder to  acquire  100  Warrant  Shares,  (y) a Call  Notice
      pertains to 75 Warrant  Shares,  and (z) prior to 6:30 p.m. (New York City
      time) on the Call Date the Holder  tenders a Notice of Exercise in respect
      of 50  Warrant  Shares,  then (1) on the Call  Date the right  under  this
      Warrant to acquire 25 Warrant Shares will be automatically  cancelled, (2)
      the Company, in the time and manner required under this Warrant, will have
      issued and  delivered  to the  Holder 50 Warrant  Shares in respect of the
      exercises  following  receipt of the Call Notice,  and (3) the Holder may,
      until the  Termination  Date,  exercise this Warrant for 25 Warrant Shares
      (subject to adjustment as herein  provided and subject to subsequent  Call
      Notices).  Subject  again to the  provisions  of this  Section  2(f),  the
      Company  may  deliver  subsequent  Call  Notices  for any  portion of this
      Warrant  for  which  the  Holder  shall  not have  delivered  a Notice  of
      Exercise.  Notwithstanding  anything  to the  contrary  set  forth in this
      Warrant,  the  Company  may not  deliver  a Call  Notice  or  require  the
      cancellation  of this Warrant (and any Call Notice will be void),  unless,
      from the beginning of the 20th consecutive  Trading Days used to determine
      whether the Common Stock has achieved the Threshold Price through the Call
      Date,  (i) the Company shall have honored in accordance  with the terms of
      this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City
      time) on the Call Date, (ii) the Registration Statement shall be effective
      as to all Warrant Shares and the prospectus  thereunder  available for use
      by the  Holder  for the  resale of all such  Warrant  Shares and (iii) the
      Common Stock shall be listed or quoted for trading on the Trading  Market,
      and (iv) there is a sufficient number of authorized shares of Common Stock
      for issuance of all Securities  under the Transaction  Documents,  and (v)
      the  issuance  of the shares  shall be in  accordance  with  Section  2(d)
      herein. The Company's right to Call the Warrant shall be exercised ratably
      among  the  Holders  based on the  number  of  Warrant  Shares  originally
      issuable at the Closing to such  Holder (or its  predecessor)  pursuant to
      the Purchase Agreement, subject to adjustment for any Warrants that are no
      longer outstanding.


                                       6
<PAGE>

            g)  Fundamental   Transaction   Call  Provision.   Subject  to   the
      provisions  of this  Section  2(g),  concurrently  with the  closing  of a
      Fundamental  Transaction,  the Company may call for the purchase of all of
      this  Warrant for an amount of cash equal to the value of this  Warrant as
      determined in accordance  with the  Black-Scholes  option pricing  formula
      (such  right,  a "Call"  and such  amount of cash the "Call  Price")).  To
      exercise this right, the Company must deliver to the Holder an irrevocable
      written  notice (a "Call  Notice"),  provided  that  such  Call  Notice is
      delivered to the Holder no less than 20 Trading Days,  but no more than 30
      Trading Days, prior to such closing of the Fundamental Transaction. If the
      conditions  set forth  below for such Call are  satisfied  from the period
      from the date of the Call Notice  through and  including the Call Date (as
      defined  below) and the Call Price is paid to the Holder on the Call Date,
      then this  Warrant  shall be  cancelled  on the date of the closing of the
      Fundamental  Transaction  (such date,  the "Call  Date").  In  furtherance
      thereof,  the Company  covenants and agrees that it will honor all Notices
      of Exercise with respect to Warrant  Shares  subject to a Call Notice that
      are tendered  through 12:00 p.m. (New York City time) on the date on which
      the Call Price is paid in full.  Notwithstanding  anything to the contrary
      set forth in this  Warrant,  the  Company may not deliver a Call Notice or
      require  the  cancellation  of this  Warrant  (and any Call Notice will be
      void),  unless,  from the beginning of the date of the Call Notice through
      the Call Date,  (i) the Company shall have honored in accordance  with the
      terms of this Warrant all Notices of Exercise delivered by 12:00 p.m. (New
      York City time) on the Call Date and (ii) there is a sufficient  number of
      authorized shares of Common Stock for issuance of all Securities under the
      Transaction  Documents.  Notwithstanding  anything herein to the contrary,
      this warrant shall not be cancelled and be  exercisable  up until the date
      that the Call Price is paid in full.



                                       7
<PAGE>

      Section 3. Certain Adjustments.

            a) Stock  Dividends  and Splits.  If the Company,  at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or  distributions  on shares of its Common Stock or any other
      equity or equity equivalent  securities  payable in shares of Common Stock
      (which,  for  avoidance  of doubt,  shall not include any shares of Common
      Stock  issued by the Company  pursuant to this  Warrant),  (B)  subdivides
      outstanding  shares of Common  Stock into a larger  number of shares,  (C)
      combines  (including by way of reverse stock split)  outstanding shares of
      Common  Stock  into  a  smaller  number  of  shares,   or  (D)  issues  by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company,  then in each case the Exercise  Price shall be multiplied
      by a  fraction  of which the  numerator  shall be the  number of shares of
      Common Stock (excluding  treasury shares, if any) outstanding  immediately
      before  such  event and of which the  denominator  shall be the  number of
      shares of Common Stock  outstanding  immediately  after such event and the
      number  of  shares  issuable  upon  exercise  of  this  Warrant  shall  be
      proportionately  adjusted.  Any  adjustment  made pursuant to this Section
      3(a) shall  become  effective  immediately  after the record  date for the
      determination  of  stockholders  entitled  to  receive  such  dividend  or
      distribution  and shall become effective  immediately  after the effective
      date in the case of a subdivision, combination or re-classification.

            b) Subsequent  Equity Sales.  If the Company or any  Subsidiary,  as
      applicable,  at any time while this Warrant is  outstanding,  shall offer,
      sell,  grant any option to purchase  or offer,  sell or grant any right to
      reprice its securities,  or otherwise dispose of or issue (or announce any
      offer,  sale,  grant or any option to purchase or other  disposition)  any
      Common Stock or Common Stock  Equivalents  entitling any Person to acquire
      shares of Common Stock, at an effective price per share less than the then
      Exercise  Price  (such  lower  price,  the  "Base  Share  Price"  and such
      issuances collectively,  a "Dilutive Issuance"), as adjusted hereunder (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at any time,  whether by operation of purchase  price  adjustments,  reset
      provisions, floating conversion, exercise or exchange prices or otherwise,
      or due to  warrants,  options  or  rights  per  share  which is  issued in
      connection  with such  issuance,  be entitled to receive  shares of Common
      Stock at an  effective  price  per share  which is less than the  Exercise
      Price,  such  issuance  shall be deemed to have occurred for less than the
      Exercise Price on such date of the Dilutive  Issuance),  then the Exercise
      Price shall be reduced and only  reduced to equal the Base Share Price and
      the number of Warrant Shares  issuable  hereunder  shall be increased such
      that the aggregate  Exercise  Price payable  hereunder,  after taking into
      account  the  decrease  in the  Exercise  Price,  shall  be  equal  to the
      aggregate  Exercise  Price prior to such  adjustment,  provided,  however,
      prior to the date the Company obtains  Shareholder  Approval in accordance
      with the rules and  regulations of the Trading  Market,  in no event shall
      the  Exercise  Price be  adjusted  under  this  Section  3(b) to less than
      $_____(1),  subject to  adjustment  for reverse and forward  stock splits,
      stock dividends,  stock combinations and other similar transactions of the
      Common Stock that occur after the date of this  Warrant.  Such  adjustment
      shall be made whenever such Common Stock or Common Stock  Equivalents  are
      issued.  Notwithstanding the foregoing, no adjustments shall be made, paid
      or issued under this  Section 3(b) in respect of an Exempt  Issuance or in
      respect of shares of Common Stock issued in a firm commitment underwritten
      public offering with a nationally recognized and reputable investment bank
      with gross proceeds of at least $10,000,000.  The Company shall notify the
      Holder in writing, no later than the Trading Day following the issuance of
      any Common  Stock or Common  Stock  Equivalents  subject to this  section,
      indicating  therein the applicable  issuance price, or of applicable reset
      price,  exchange  price,  conversion  price and other  pricing terms (such
      notice the "Dilutive  Issuance  Notice").  For purposes of  clarification,
      whether or not the Company provides a Dilutive Issuance Notice pursuant to
      this Section 3(b), upon the occurrence of any Dilutive Issuance, after the
      date of such Dilutive  Issuance the Holder is entitled to receive a number
      of Warrant  Shares based upon the Base Share Price  regardless  of whether
      the  Holder  accurately  refers to the Base  Share  Price in the Notice of
      Exercise.

-----------------
(1) The closing price of the Common Stock on the Trading Day  immediately  prior
to the date of the Purchase Agreement.


                                       8
<PAGE>

            c) Pro Rata Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to  Holders  of the  Warrants)  evidences  of its  indebtedness  or assets
      (including cash and cash dividends) or rights or warrants to subscribe for
      or purchase  any  security  other than the Common  Stock  (which  shall be
      subject to Section 3(b)),  then in each such case the Exercise Price shall
      be adjusted by multiplying the Exercise Price in effect  immediately prior
      to the record date fixed for  determination  of  stockholders  entitled to
      receive such  distribution by a fraction of which the denominator shall be
      the VWAP  determined as of the record date mentioned  above,  and of which
      the  numerator  shall be such VWAP on such  record  date less the then per
      share fair market  value at such record date of the portion of such assets
      or evidence of indebtedness  so distributed  applicable to one outstanding
      share of the Common Stock as  determined by the Board of Directors in good
      faith.  In either case the  adjustments  shall be described in a statement
      provided  to  the  Holder  of  the  portion  of  assets  or  evidences  of
      indebtedness so distributed or such subscription  rights applicable to one
      share of Common  Stock.  Such  adjustment  shall be made whenever any such
      distribution  is made and shall  become  effective  immediately  after the
      record date mentioned above.

            d)  Fundamental  Transaction.  If, at any time while this Warrant is
      outstanding,  (A) the Company effects any merger or  consolidation  of the
      Company with or into another  Person,  (B) the Company effects any sale of
      all or  substantially  all of its  assets  in one or a series  of  related
      transactions,  (C) any tender  offer or  exchange  offer  (whether  by the
      Company  or another  Person) is  completed  pursuant  to which  holders of
      Common Stock are  permitted  to tender or exchange  their shares for other
      securities,   cash  or   property,   or  (D)  the   Company   effects  any
      reclassification  of the Common  Stock or any  compulsory  share  exchange
      pursuant  to which  the  Common  Stock is  effectively  converted  into or
      exchanged  for other  securities,  cash or property  (in any such case,  a
      "Fundamental  Transaction"),  then,  upon any subsequent  exercise of this
      Warrant,  the Holder  shall have the right to  receive,  for each  Warrant
      Share that would have been issuable upon such exercise  immediately  prior
      to the occurrence of such  Fundamental  Transaction,  at the option of the
      Holder, (a) upon exercise of this Warrant,  the number of shares of Common
      Stock of the successor or acquiring  corporation or of the Company,  if it
      is the  surviving  corporation,  and  any  additional  consideration  (the
      "Alternate  Consideration")  receivable  upon  or  as  a  result  of  such
      reorganization,  reclassification, merger, consolidation or disposition of
      assets by a Holder of the number of shares of Common  Stock for which this
      Warrant  is  exercisable  immediately  prior  to such  event or (b) if the
      Company is acquired in an all cash transaction, cash equal to the value of
      this Warrant as  determined in accordance  with the  Black-Scholes  option
      pricing formula.  For purposes of any such exercise,  the determination of
      the  Exercise  Price  shall  be  appropriately  adjusted  to apply to such
      Alternate  Consideration  based on the amount of  Alternate  Consideration
      issuable  in  respect  of one  share of Common  Stock in such  Fundamental
      Transaction,  and the Company shall apportion the Exercise Price among the
      Alternate  Consideration  in a reasonable  manner  reflecting the relative
      value of any  different  components  of the  Alternate  Consideration.  If
      holders of Common Stock are given any choice as to the securities, cash or
      property  to be  received in a  Fundamental  Transaction,  then the Holder
      shall be given  the  same  choice  as to the  Alternate  Consideration  it
      receives  upon any exercise of this  Warrant  following  such  Fundamental
      Transaction.   To  the  extent   necessary  to  effectuate  the  foregoing
      provisions,  any  successor  to the  Company or  surviving  entity in such
      Fundamental Transaction shall issue to the Holder a new warrant consistent
      with  the  foregoing  provisions  and  evidencing  the  Holder's  right to
      exercise  such  warrant  into  Alternate  Consideration.  The terms of any
      agreement  pursuant to which a Fundamental  Transaction  is effected shall
      include terms  requiring any such successor or surviving  entity to comply
      with the  provisions  of this Section 3(d) and insuring  that this Warrant
      (or any such  replacement  security)  will be similarly  adjusted upon any
      subsequent transaction analogous to a Fundamental Transaction.


                                       9
<PAGE>

            e) Calculations. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      For  purposes  of this  Section  3, the  number of shares of Common  Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the number of shares of Common Stock (excluding  treasury shares,  if any)
      issued and outstanding.

            f)  Voluntary  Adjustment  By  Company.  The Company may at any time
      during the term of this Warrant reduce the then current  Exercise Price to
      any amount and for any period of time deemed  appropriate  by the Board of
      Directors of the Company.

            g) Notice to Holders.

                  i. Adjustment to Exercise  Price.  Whenever the Exercise Price
            is adjusted  pursuant to this Section 3, the Company shall  promptly
            deliver to each Holder in accordance  with the terms hereof a notice
            setting forth the Exercise  Price after such  adjustment and setting
            forth a brief statement of the facts requiring such  adjustment.  If
            the Company issues a variable rate security, despite the prohibition
            thereon in the Purchase  Agreement,  the Company  shall be deemed to
            have issued Common Stock or Common Stock  Equivalents  at the lowest
            possible  conversion or exercise price at which such  securities may
            be converted or exercised in the case of a Variable Rate Transaction
            (as defined in the Purchase Agreement).


                                       10
<PAGE>

                  ii.  Notice to Allow  Exercise  by Holder.  If (A) the Company
            shall declare a dividend (or any other  distribution)  on the Common
            Stock;  (B) the Company  shall declare a special  nonrecurring  cash
            dividend on or a  redemption  of the Common  Stock;  (C) the Company
            shall  authorize  the  granting to all  holders of the Common  Stock
            rights or  warrants  to  subscribe  for or  purchase  any  shares of
            capital stock of any class or of any rights; (D) the approval of any
            stockholders of the Company shall be required in connection with any
            reclassification of the Common Stock, any consolidation or merger to
            which  the  Company  is a  party,  any  sale or  transfer  of all or
            substantially  all of the assets of the Company,  of any  compulsory
            share  exchange  whereby the Common  Stock is  converted  into other
            securities,  cash or property;  (E) the Company shall  authorize the
            voluntary or involuntary  dissolution,  liquidation or winding up of
            the affairs of the Company;  then,  in each case,  the Company shall
            cause to be  delivered  to the Holder in  accordance  with the terms
            hereof  at its last  address  as it shall  appear  upon the  Warrant
            Register  of the  Company,  at least 20  calendar  days prior to the
            applicable record or effective date hereinafter  specified, a notice
            stating  (x) the  date on  which a  record  is to be  taken  for the
            purpose  of  such  dividend,  distribution,  redemption,  rights  or
            warrants,  or if a record is not to be  taken,  the date as of which
            the  holders of the Common  Stock of record to be  entitled  to such
            dividend,  distributions,  redemption,  rights or warrants are to be
            determined   or  (y)  the  date  on  which  such   reclassification,
            consolidation,  merger, sale, transfer or share exchange is expected
            to  become  effective  or  close,  and the  date as of  which  it is
            expected  that  holders  of the  Common  Stock  of  record  shall be
            entitled  to  exchange   their   shares  of  the  Common  Stock  for
            securities,   cash  or  other   property   deliverable   upon   such
            reclassification,  consolidation,  merger,  sale,  transfer or share
            exchange;  provided  that the  failure  to mail  such  notice or any
            defect  therein  or in the  mailing  thereof  shall not  affect  the
            validity of the  corporate  action  required to be specified in such
            notice.   The  Holder  is  entitled  to  exercise  this  Warrant  in
            accordance with the terms hereof during the 20-day period commencing
            on the  date of  such  notice  to the  effective  date of the  event
            triggering such notice.

      Section 4. Transfer of Warrant.

            a)  Transferability.  Subject  to  compliance  with  any  applicable
      securities  laws and the  conditions  set forth in Sections  5(a) and 4(d)
      hereof and to the  provisions  of Section 4.1 of the  Purchase  Agreement,
      this Warrant and all rights  hereunder  are  transferable,  in whole or in
      part,  upon  surrender  of this  Warrant  at the  principal  office of the
      Company,  together with a written assignment of this Warrant substantially
      in the form  attached  hereto duly  executed by the Holder or its agent or
      attorney and funds  sufficient to pay any transfer  taxes payable upon the
      making of such  transfer.  Upon such  surrender  and,  if  required,  such
      payment,  the Company  shall execute and deliver a new Warrant or Warrants
      in the  name of the  assignee  or  assignees  and in the  denomination  or
      denominations specified in such instrument of assignment,  and shall issue
      to the assignor a new Warrant  evidencing  the portion of this Warrant not
      so assigned,  and this Warrant shall promptly be cancelled.  A Warrant, if
      properly  assigned,  may be  exercised by a new holder for the purchase of
      Warrant  Shares in accordance  with the terms hereof  without having a new
      Warrant issued.


                                       11
<PAGE>

            b) New Warrants.  This Warrant may be divided or combined with other
      Warrants upon presentation  hereof at the aforesaid office of the Company,
      together with a written notice  specifying the names and  denominations in
      which new Warrants are to be issued,  signed by the Holder or its agent or
      attorney.  Subject to  compliance  with Section  4(a),  as to any transfer
      which may be involved in such division or  combination,  the Company shall
      execute and deliver a new Warrant or Warrants in exchange  for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

            c) Warrant Register.  The Company shall register this Warrant,  upon
      records to be  maintained  by the Company for that purpose  (the  "Warrant
      Register"), in the name of the record Holder hereof from time to time. The
      Company may deem and treat the  registered  Holder of this  Warrant as the
      absolute  owner  hereof  for the  purpose  of any  exercise  hereof or any
      distribution  to the Holder,  and for all other  purposes,  absent  actual
      notice to the contrary.

            d) Transfer  Restrictions.  If, at the time of the surrender of this
      Warrant in connection  with any transfer of this Warrant,  the transfer of
      this Warrant shall not be registered pursuant to an effective registration
      statement under the Securities Act and under  applicable  state securities
      or blue sky laws, the Company may require, as a condition of allowing such
      transfer (i) that the Holder or transferee  of this  Warrant,  as the case
      may be,  furnish to the  Company a written  opinion of counsel  reasonably
      acceptable to the Company (which  opinion shall be in form,  substance and
      scope  customary  for opinions of counsel in comparable  transactions  and
      reasonably acceptable to the Company) to the effect that such transfer may
      be made without registration under the Securities Act and under applicable
      state  securities  or blue sky laws,  (ii) that the  holder or  transferee
      execute  and  deliver  to the  Company  an  investment  letter in form and
      substance  acceptable  to the Company and (iii) that the  transferee be an
      "accredited  investor"  as  defined  in Rule  501(a)(1),  (a)(2),  (a)(3),
      (a)(7), or (a)(8) promulgated under the Securities Act.

      Section 5. Miscellaneous.

            a) Title to Warrant.  Prior to the  Termination  Date and subject to
      compliance  with  applicable  laws and  Section  4 of this  Warrant,  this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the  office or agency of the  Company  by the  Holder in person or by duly
      authorized  attorney,  upon  surrender of this Warrant  together  with the
      Assignment Form annexed hereto  properly  endorsed.  The transferee  shall
      sign an investment letter in form and substance reasonably satisfactory to
      the Company.

            b) No Rights as Shareholder  Until  Exercise.  This Warrant does not
      entitle the Holder to any voting  rights or other rights as a  shareholder
      of the Company  prior to the exercise  hereof.  Upon the surrender of this
      Warrant and the payment of the aggregate  Exercise Price (or by means of a
      cashless exercise), the Warrant Shares so purchased shall be and be deemed
      to be issued to such  Holder as the record  owner of such shares as of the
      close of business on the later of the date of such surrender or payment.


                                       12
<PAGE>

            c) Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company
      covenants  that  upon  receipt  by  the  Company  of  evidence  reasonably
      satisfactory to it of the loss,  theft,  destruction or mutilation of this
      Warrant or any stock  certificate  relating to the Warrant Shares,  and in
      case of loss,  theft or destruction,  of indemnity or security  reasonably
      satisfactory to it (which,  in the case of the Warrant,  shall not include
      the posting of any bond),  and upon  surrender  and  cancellation  of such
      Warrant or stock  certificate,  if  mutilated,  the Company  will make and
      deliver a new Warrant or stock  certificate  of like tenor and dated as of
      such cancellation, in lieu of such Warrant or stock certificate.

            d) Saturdays,  Sundays,  Holidays, etc. If the last or appointed day
      for the taking of any action or the  expiration  of any right  required or
      granted  herein shall not be a Trading Day,  then such action may be taken
      or such right may be exercised on the next succeeding Trading Day.

            e) Authorized Shares.

                  The  Company  covenants  that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a  sufficient  number of shares to provide for the issuance of
            the Warrant  Shares upon the exercise of any  purchase  rights under
            this Warrant.  The Company  further  covenants  that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the  necessary  certificates  for the Warrant  Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such  reasonable  action as may be necessary to assure that
            such  Warrant  Shares  may be  issued  as  provided  herein  without
            violation  of  any  applicable   law  or   regulation,   or  of  any
            requirements  of the Trading  Market upon which the Common Stock may
            be listed.

                  Except  and to the  extent  provided  herein  or as  waived or
            consented  to by the Holder,  the  Company  shall not by any action,
            including,   without   limitation,   amending  its   certificate  of
            incorporation  or through  any  reorganization,  transfer of assets,
            consolidation,  merger, dissolution,  issue or sale of securities or
            any other voluntary action, avoid or seek to avoid the observance or
            performance  of any of the  terms of this  Warrant,  but will at all
            times in good faith assist in the carrying out of all such terms and
            in the taking of all such actions as may be necessary or appropriate
            to protect the rights of Holder as set forth in this Warrant against
            impairment.  Without  limiting the generality of the foregoing,  the
            Company will (a) not  increase  the par value of any Warrant  Shares
            above the amount  payable  therefor upon such  exercise  immediately
            prior to such increase in par value, (b) take all such action as may
            be  necessary or  appropriate  in order that the Company may validly
            and legally issue fully paid and  nonassessable  Warrant Shares upon
            the exercise of this Warrant,  and (c) use  commercially  reasonable
            efforts to obtain all such  authorizations,  exemptions  or consents
            from any public regulatory body having  jurisdiction  thereof as may
            be necessary to enable the Company to perform its obligations  under
            this Warrant.


                                       13
<PAGE>

                  Before  taking any action which would result in an  adjustment
            in  the  number  of  Warrant   Shares  for  which  this  Warrant  is
            exercisable or in the Exercise  Price,  the Company shall obtain all
            such  authorizations or exemptions  thereof, or consents thereto, as
            may be necessary  from any public  regulatory  body or bodies having
            jurisdiction thereof.

            f)  Jurisdiction.   All  questions   concerning  the   construction,
      validity,   enforcement  and  interpretation  of  this  Warrant  shall  be
      determined in accordance with the provisions of the Purchase Agreement.

            g)  Restrictions.  The Holder  acknowledges  that the Warrant Shares
      acquired upon the exercise of this Warrant,  if not registered,  will have
      restrictions upon resale imposed by state and federal securities laws.

            h)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or
      failure  to  exercise  any right  hereunder  on the part of  Holder  shall
      operate as a waiver of such right or otherwise  prejudice Holder's rights,
      powers or  remedies,  notwithstanding  the fact that all rights  hereunder
      terminate  on  the  Termination   Date.  If  it  is  determined  by  final
      non-appealable judgment that the Company willfully and knowingly failed to
      comply with any provision of this  Warrant,  which results in any material
      damages to the  Holder,  the Company  shall pay to Holder such  amounts as
      shall be  sufficient  to cover any costs and expenses  including,  but not
      limited to,  reasonable  attorneys'  fees,  including  those of  appellate
      proceedings,  incurred by Holder in  collecting  any amounts due  pursuant
      hereto or in  otherwise  enforcing  any of its rights,  powers or remedies
      hereunder.

            i)  Notices.  Any  notice,  request or other  document  required  or
      permitted to be given or  delivered to the Holder by the Company  shall be
      delivered  in  accordance  with  the  notice  provisions  of the  Purchase
      Agreement.

            j) Limitation of Liability.  No provision  hereof, in the absence of
      any  affirmative  action by Holder to  exercise  this  Warrant or purchase
      Warrant Shares,  and no enumeration  herein of the rights or privileges of
      Holder,  shall give rise to any liability of Holder for the purchase price
      of any Common  Stock or as a  stockholder  of the  Company,  whether  such
      liability is asserted by the Company or by creditors of the Company.

            k) Remedies.  Holder,  in addition to being entitled to exercise all
      rights granted by law, including recovery of damages,  will be entitled to
      specific  performance of its rights under this Warrant. The Company agrees
      that  monetary  damages  would not be adequate  compensation  for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific  performance
      that a remedy at law would be adequate.


                                       14
<PAGE>

            l) Successors and Assigns. Subject to applicable securities laws and
      the terms hereof,  this Warrant and the rights and  obligations  evidenced
      hereby shall inure to the benefit of and be binding upon the successors of
      the  Company  and the  successors  and  permitted  assigns of Holder.  The
      provisions  of this  Warrant  are  intended  to be for the  benefit of all
      Holders from time to time of this Warrant and shall be  enforceable by any
      such Holder or holder of Warrant Shares.

            m)  Amendment.  This  Warrant  may be  modified  or  amended  or the
      provisions  hereof waived with the written  consent of the Company and the
      Holder.

            n) Severability.  Wherever possible,  each provision of this Warrant
      shall be  interpreted  in such manner as to be  effective  and valid under
      applicable  law, but if any  provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such  prohibition or invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

            o)  Headings.  The  headings  used  in  this  Warrant  are  for  the
      convenience of reference only and shall not, for any purpose,  be deemed a
      part of this Warrant.

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


                                       15
<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.

Dated:  October ___, 2005

                                       ONETRAVEL HOLDINGS, INC.

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


                                       16
<PAGE>

                               NOTICE OF EXERCISE

TO:   ONETRAVEL HOLDINGS, INC.

      (1) The undersigned  hereby elects to purchase  ________ Warrant Shares of
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

      (2) Payment shall take the form of (check applicable box):

            [ ] in lawful money of the United States; or, if applicable,

            [ ]  the  cancellation  of  such  number  of  Warrant  Shares  as is
            necessary,  in  accordance  with the formula set forth in subsection
            2(c), to exercise this Warrant with respect to the maximum number of
            Warrant  Shares  purchasable   pursuant  to  the  cashless  exercise
            procedure set forth in subsection 2(c).

      (3) Please issue a certificate or certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

                  ----------------------------------------

The Warrant Shares shall be delivered to the following:

                  ----------------------------------------

                  ----------------------------------------

                  ----------------------------------------

      (4) Accredited  Investor.  The undersigned is an "accredited  investor" as
defined in Rule 501 (a)(1),  (a)(2),  (a)(3), (a)(7) or (a)(8) promulgated under
the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
                         -------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:
                                                      --------------------------
Name of Authorized Signatory:
                             ---------------------------------------------------
Title of Authorized Signatory:
                              --------------------------------------------------
Date:
     ---------------------------------------------------------------------------
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

                                                whose address is
-----------------------------------------------

---------------------------------------------------------------.


---------------------------------------------------------------

                                                Dated:
                                                        -------------,----------

                  Holder's Signature:
                                     -------------------------------------------

                  Holder's Address:
                                     -------------------------------------------

Signature Guaranteed:
                     ------------------------------------------

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.