Exhibit 10.83


 


Andrew Phillipps


c/o
Active Hotels Limited


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


The Directors


Active Hotels Limited


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


Dear Sirs


 


Active Hotels Limited - Subscription for
Shares


 


I, the undersigned, hereby irrevocably apply for the
allotment and issue to me of 88,634 B Ordinary Shares of 0.1 pence each in the
capital of Active Hotels Limited (the “Company”)
(the “Purchased Securities”)
credited as fully paid at a premium of 1,692.35 pence per share and for that
purpose I undertake to forward payment of 1,499,998.31.


 


I acknowledge that this application is made on the
basis that I will hold any Purchased Securities allotted to me subject to the
provisions of the memorandum and Articles of Association of the Company.  If this application is accepted, I request
that my name and address as detailed below be entered in the register of
members of the Company as the holder of the Purchased Securities.


 


Yours faithfully


 


 


	
  /s/ Andrew Phillipps

  	
   

  
	
  Andrew Phillipps

  



 


c/o
Active Hotels


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


Dated: 21 September 2004


 


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Exhibit 10.83


 


Joint Election -
Purchased Securities


 


Joint Election
under section 431(1) of the Income Tax (Earnings and Pensions) Act
2003 for full disapplication of Chapter 2, Part 7 of the Income Tax
(Earnings and Pensions) Act 2003


 


1.              Between


 


	
  The Employee

  	
   

  	
  Andrew
  Phillipps

  
	
   

  	
   

  	
   

  
	
  whose National Insurance
  Number is

  	
   

  	
  NR
  320975C

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  the Company (who is the
  Employee’s employer)

  	
   

  	
  Active
  Hotels Limited

  
	
   

  	
   

  	
   

  
	
  of Company Registration
  Number

  	
   

  	
  3512889

  



 


2.              Purpose of
Election


 


This joint election is made
pursuant to section 431(1) Income Tax (Earnings and Pensions) Act
2003 (ITEPA) and applies where employment-related securities, which are
restricted securities by reason of section 423 ITEPA, are acquired.


 


The effect of an election
under section 431(1) is that, for the relevant Income Tax and NIC
purposes, the employment-related securities and their market value will be
treated as if they were not restricted securities and that sections 425 to 430
ITEPA do not apply.  Additional Income
Tax will be payable (with PAYE and NIC where the securities are Readily
Convertible Assets).


 


Should the
value of the securities fall following the acquisition, it is possible that
Income Tax/NIC that would have arisen because of any future chargeable event
(in the absence of an election) would have been less than the Income Tax/NIC
due by reason of this election.  Should
this be the case, there is no Income Tax/NIC relief available under Part 7
of ITEPA 2003; nor is it available if the securities acquired are subsequently
transferred, forfeited or revert to the original
owner.


 


3.              Application


 


This joint election is made
not later than 14 days after the date of acquisition of the securities by the
Employee and applies to:


 


	
  Number of securities

  	
   

  	
  88,634

  
	
   

  	
   

  	
   

  
	
  Description of securities

  	
   

  	
  B
  Ordinary Shares of .01 p each

  
	
   

  	
   

  	
   

  
	
  Name of issuer of
  securities

  	
   

  	
  Active
  Hotels Limited

  



 


Acquired by the Employee on 21 September 2004.


 


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Exhibit 10.83


 


4.              Extent of
Application


 


This election under section 431(1) ITEPA
disapplies all restrictions attaching to the securities.


 


5.              Declaration


 


This election will become
irrevocable upon the later of its signing or the acquisition and each
subsequent acquisition of employment-related securities to which this election
applies.


 


In signing this joint
election, we agree to be bound by its terms as stated above.


 


 


	
  /s/ Andrew Phillipps

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature

  	
  (Employee)

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Matthew Witt

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature (for and on behalf of the Company)

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Operations Director

  	
   

  	
   

  	
   

  
	
  Position in company

  	
   

  	
   

  
					



 


Note:                   Where the election
is in respect of multiple acquisitions, prior to the date of any subsequent
acquisition of a security it may be revoked by agreement between the employee
and employer in respect of that and any later acquisition.


 


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