ETRAVNET.COM, INC.





                     INFORMATION FOR PROSPECTIVE FRANCHISEES
                    REQUIRED BY THE FEDERAL TRADE COMMISSION




                                      *****




        TO  PROTECT  YOU,  WE HAVE  REQUIRED  YOUR  FRANCHISOR  TO GIVE YOU THIS
INFORMATION. WE HAVE NOT CHECKED IT, AND DO NOT KNOW IF IT IS CORRECT. IT SHOULD
HELP  YOU  MAKE UP YOUR  MIND.  STUDY  IT  CAREFULLY.  WHILE  IT  INCLUDES  SOME
INFORMATION  ABOUT YOUR  CONTRACT,  DO NOT RELY ON IT ALONE TO  UNDERSTAND  YOUR
CONTRACT.  READ  ALL  OF  YOUR  CONTRACT  CAREFULLY.  BUYING  A  FRANCHISE  IS A
COMPLICATED  INVESTMENT.  TAKE  YOUR  TIME TO  DECIDE.  IF  POSSIBLE,  SHOW YOUR
CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT.  IF
YOU FIND  ANYTHING  YOU THINK MAY BE WRONG OR ANYTHING  IMPORTANT  THAT HAS BEEN
LEFT OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

        THERE MAY ALSO BE LAWS ON  FRANCHISING  IN YOUR  STATE.  ASK YOUR  STATE
AGENCIES ABOUT THEM.



                            FEDERAL TRADE COMMISSION
                             WASHINGTON, D.C. 20580


<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.


                                                   Effective Date:


                     FOR USE ONLY IN THE STATE OF CALIFORNIA

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

         2.    THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE
OFFERING CIRCULAR. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO
PREVAIL UPON A PROSPECTIVE  FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS  FAVORABLE
AS THOSE SET FORTH IN THIS OFFERING CIRCULAR.


                                          Effective Date: 9/30/82 amended as of

                      FOR USE ONLY IN THE STATE OF NEW YORK


<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.



                                                   Effective Date:  May 1, 2000


<PAGE>


                           FRANCHISE OFFERING CIRCULAR

                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500

This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE
OFFERING CIRCULAR. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO
PREVAIL UPON A PROSPECTIVE  FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS  FAVORABLE
AS THOSE SET FORTH IN THIS OFFERING CIRCULAR.


                                            Effective Date:


                     FOR USE ONLY IN THE STATE OF MINNESOTA

<PAGE>


                                 FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500

This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.



                                                   Effective Date:



                     FOR USE ONLY IN THE STATE OF WASHINGTON

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.


                                                   Effective Date:


                      FOR USE ONLY IN THE STATE OF INDIANA

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.



                                                   Effective Date:




                      FOR USE ONLY IN THE STATE OF MARYLAND

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:





                      FOR USE ONLY IN THE STATE OF VIRGINIA

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:



                       FOR USE ONLY IN THE STATE OF HAWAII

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                            Effective Date:





                      FOR USE ONLY IN THE STATE OF ILLINOIS


<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:



                    FOR USE ONLY IN THE STATE OF NORTH DAKOTA

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:



                    FOR USE ONLY IN THE STATE OF RHODE ISLAND

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:



                     FOR USE ONLY IN THE STATE OF WISCONSIN

<PAGE>


                           FRANCHISE OFFERING CIRCULAR


                               ETRAVNET.COM, INC.
                             a New York corporation
                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                                 (201) 567-8500


This Franchise is for the operation of travel  agencies  consisting of a program
for those  people  interested  in becoming a  ticketing  or  non-ticketing  full
service  travel  agent  operating  from  a  retail  location  that  could  be  a
mall/shopping  center  location  ("Start-Up  Agency"),  converting your existing
travel agency office  ("Conversion  Agency"),  an internet based agency that can
operate from your home,  office or from a non-retail shared  environment  ("SoHo
Agency"), or a hybrid agency known as "Power Partners".

The  initial  franchise  fee ranges from $0 to $29,900.  The  estimated  initial
investment ranges from $200 to $119,050.

RISK FACTORS:
------------

        1.     THE  FRANCHISE  AND OTHER  AGREEMENTS  REQUIRE THE  FRANCHISEE TO
               ARBITRATE ANY CLAIMS AGAINST THE FRANCHISOR ONLY IN THE COUNTY OF
               BERGEN,  STATE OF NEW JERSEY.  OUT OF STATE ARBITRATION MAY FORCE
               YOU TO ACCEPT A LESS FAVORABLE  SETTLEMENT  FOR DISPUTES.  IT MAY
               ALSO COST MORE TO ARBITRATE IN NEW JERSEY THAN IN YOUR OWN STATE.

        2.     THE  FRANCHISE  AND OTHER  AGREEMENTS  STATE  THAT NEW JERSEY LAW
               GOVERNS  THE  AGREEMENTS,  AND THIS LAW MAY NOT  PROVIDE THE SAME
               PROTECTIONS  AND  BENEFITS AS LOCAL LAW.  YOU MAY WANT TO COMPARE
               THESE LAWS.

        3.     THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information  about  comparisons  of  franchisors  is  available.  Call the state
administrators  listed in  Exhibit  1 or your  public  library  for  sources  of
information.

Registration  of this  franchise  with the  state  does not mean  that the state
recommends it or has verified the information in this Offering Circular.  If you
learn that  anything in this  Offering  Circular is untrue,  contact the Federal
Trade Commission and the State Authority listed on Exhibit 1.




                                                   Effective Date:



                    FOR USE ONLY IN THE STATE OF SOUTH DAKOTA

<PAGE>

                                TABLE OF CONTENTS


Item 1
THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES................................1

Item 2
BUSINESS EXPERIENCE............................................................2

Item 3
LITIGATION.....................................................................3

Item 4
BANKRUPTCY.....................................................................3

Item 5
INITIAL LICENSE FEE............................................................3

Item 6
OTHER FEES.....................................................................4

Item 7
INITIAL INVESTMENT.............................................................8

Item 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES..............................13

Item 9
FRANCHISEE'S OBLIGATIONS......................................................14

Item 10
FINANCING.....................................................................17

Item 11
FRANCHISOR'S OBLIGATIONS......................................................17

Item 12
TERRITORY.....................................................................27

Item 13
TRADEMARKS....................................................................28

Item 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION...............................29

Item 15
OBLIGATION TO PARTICIPATE IN THE ACTUAL
OPERATION OF THE FRANCHISE BUSINESS...........................................30

Item 16
RESTRICTIONS ON WHAT THE FRANCHISE MAY SELL...................................30

Item 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.........................30

<PAGE>

Item 18
PUBLIC FIGURES................................................................37

Item 19
EARNINGS CLAIMS...............................................................37

Item 20
ALL FRANCHISED LOCATION STATUS SUMMARY........................................37

Item 21
FINANCIAL STATEMENTS..........................................................41

Item 22
CONTRACTS.....................................................................41

Item 23
RECEIPT.......................................................................41


EXHIBIT 1
LIST OF STATE AGENCIES/AGENTS
FOR SERVICE OF PROCESS

EXHIBIT 2
STATE SPECIFIC ADDENDUM

EXHIBIT 3
START-UP SERVICE LICENSE AGREEMENT

EXHIBIT 4
CONVERSION LICENSE AGREEMENT

EXHIBIT 5
SOHO LICENSE AGREEMENT

EXHIBIT 6
POWER PARTNERS LICENSE AGREEMENT

EXHIBIT 7
TABLE OF CONTENTS OF OPERATIONS MANUALS

EXHIBIT 8
LIST OF ALL FRANCHISEES

EXHIBIT 9
FRANCHISEES WHO HAVE LEFT THE SYSTEM

EXHIBIT 10
REGIONAL PRESIDENTS

EXHIBIT 11
FINANCIAL STATEMENTS


<PAGE>


                                     Item 1
                 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

       The Franchisor
       --------------

       The Franchisor is  ETRAVNET.COM,  INC. and will be referred to as "we" or
"us" in this  Offering  Circular.  We will  refer  to the  person  who  buys the
franchise as "you" throughout the Offering  Circular.  If you are a corporation,
certain provisions of the agreement also apply to your owners and will be noted.
We were originally  incorporated in the State of New York in June 1982 under the
name Travel Network,  Ltd. On February 1, 1994, we re-incorporated  ourselves in
the State of New Jersey,  at which time the  original New York  corporation  was
merged  into the newly  created  New Jersey  corporation  under the name  Global
Travel Network,  Ltd. In 1998, the entity Global Travel Network, LLC ("GTN") was
created as conduit to  participate  in the  "Global  Travel  Network"  franchise
business and to raise capital.  At that time, GTN sold a 20% interest to private
investors  and then in early  1999,  a 10%  interest  in GTN was sold to Liberty
Travel,  a well-known  travel company.  On September 17, 1999, a publicly traded
company, Playorena, Inc. ("Playorena") acquired the outstanding equity of GTN in
exchange  for shares of  Playorena's  common  stock,  representing  94.5% of the
issued and outstanding  common stock of Playorena upon completion of the merger.
Prior  to  this  merger,  Playorena  operated  as a  public  shell  seeking  the
acquisition of, or merger with, an existing company. Following the completion of
this merger,  we changed our name to  ETRAVNET.COM,  Inc.  (NASDAQ OTC BB symbol
"ETVT").  We do business as "Travel Network," "Global Travel Network," "Etravnet
Agency" and "Vacation  Central." Our  principal  business  address is 560 Sylvan
Avenue, Englewood Cliffs, New Jersey 07632. We do not have a predecessor company
(except Travel Network, Ltd.). We have no affiliates.

       Our agents for service of process are disclosed in Exhibit 1.

       We sell six  franchise  programs for the  operation  of travel  agencies.
These are discussed  below. We have not, nor has any of our principals,  offered
franchises  in any other line of business.  We do not own a business of the type
to be operated by you. We have been offering  franchises  since  September  1982
through our predecessor.

       The Franchise Offered
       ---------------------

       We offer to you the right to own a franchise  for the operation of one of
the following  travel  agencies:  a Start-Up  Vacation  Central Agency,  a Rural
Agency (Full Service),  a Purchase  Conversion  Agency,  a Conversion  Agency, a
Small Office/Home Office ("SoHo") agency, and a Power Partners agency.

       Start-Up/Vacation Central Agency
       --------------------------------

       This  program  is  offered  to  those  who  want  to own a  ticketing  or
non-ticketing full service travel agency and who are not already licensed travel
agencies.  You may operate  from a store front  location or from a high  traffic
location,  such as a mall or high volume strip  center.  If you are located in a
Wal-Mart Supercenter,  you must use the "Vacation Central" name with the "Travel
Network"  name and you have the option of being a  non-ticketing  or a ticketing
agency.  The use of the "Vacation  Central" name is only permitted in a Wal-Mart
Supercenter agency location.

       Rural Agency
       ------------

       This  program is only offered for smaller  markets.  By that we mean that
your area must be in a town of less than 10,000 people, and this town must be in
a county with a population of less than 30,000 people.

       Purchase Conversion Agency
       --------------------------

       This program is offered to people who buy an existing  travel agency that
has been operating and who wish to convert to a "Travel Network" agency.

<PAGE>

       Conversion Agency
       -----------------

       The Conversion Agency will be offered to those existing travel agents who
wish to join a travel  franchise  system.  These  agents  will  add our  "Travel
Network" name to their existing  agency name. For example,  "Smith Travel" would
become  "Smith  Travel  Network."  They will be brought into our system and have
available to them all of our services.

       SoHo Agency
       -----------

       This program will only be offered to those people interested in operating
their  business  through  the  internet  from  any  location  except  a  typical
store-front location. These franchisees will not be required to apply for any of
the standard travel agency appointments, since the airline associations prohibit
it, they will not be allowed to do any of their own ticketing.  The tickets that
they book will be  processed  either by us or by one of our  Start-Up  Agency or
Conversion Agencies that are located in close proximity to their home or office.
As a SoHo Agency  franchisee,  you will have access,  through the internet via a
proprietary  information and booking system that is included in your package, to
research and book  reservations  through  either us or a Start-Up or  Conversion
Agency. You will trade under your own name only.

       Power Partners Agency
       ---------------------

       The Power Partners Agency will be offered to those existing travel agents
who wish to join a travel  franchise  system.  These  agents will use our "Power
Partners" name when they use or deal with suppliers' programs that we offer, and
will have the right to use our "Travel Network" and "Vacation Central" marks.

       Further Description of the Franchise Offered
       --------------------------------------------

       The primary market for the services  offered and sold by either of you is
the general  public.  There is no  seasonality  in the travel  business  because
people travel all of the time.

       You will compete with many other  independent  travel agencies as well as
with other larger regional or national travel chains.

       Industry Specific Laws
       ----------------------

       The travel industry is highly  regulated.  If you choose to become a full
service  ticketing  agency,  you must have your  Airline  Reporting  Corporation
("ARC") and International  Airline Travel Agents Network ("IATAN")  appointments
or agree to apply for them  before  you can come into our  system or during  the
initial  stages of your business.  As a SoHo Agency,  you will not have to apply
for these appointments.  In addition, there may also be state laws that regulate
the sale of travel services. You should check the laws in your state.
<TABLE>

                                     Item 2
                               BUSINESS EXPERIENCE

<S>                                       <C>
Michael Y. Brent:  President, Chief       From  1982 to  June,  1989,  he  served  as our Vice
Executive Officer and Director            President.   In  July  1989  he  became   our  Chief
                                          Operating  Officer,  and on January 1, 1994 he assumed
                                          the additional  duties of President.

Stephanie Abrams:  Executive Vice         Has been  Executive  Vice  President  in  charge  of
President                                 Global   Marketing   since  August  30,  1995;  from
                                          January 1987 through  August 30, 1995, she served as
                                          Director of Marketing and Vice President of Global
                                          Marketing.

Derek Brent:  Vice President and          He has been employed by us since May 1993,  first as
Director                                  a sales consultant,  then in 1996 he became Director
                                          of Sales, and in 1999 he became Vice President.

<PAGE>

Harold L. Kestenbaum:  Outside Director   Has  been an Outside  Director  since  March  1994.
                                          From  1976 to present  he was and has been engaged
                                          primarily in the private practice  of  law, specializing
                                          in franchise law. His office is in Garden City, New York.
</TABLE>

       We do not employ franchise  brokers,  but we do have Regional  Presidents
who sell  franchises  for us in  selected  markets  and they are  identified  on
Exhibit 10 attached to this Offering Circular.

                                     Item 3
                                   LITIGATION
                                   ----------

        JCB Enterprises, Inc. and Judith Brusslan, Plaintiffs v. Travel Network,
Ltd. and Michael Y. Brent, Defendants (Superior Court, Hamilton County, Indiana,
Case No.  2902-9906,  filed June 22, 1999).  Plaintiffs are a franchisee and its
president who brought an action seeking money damages for alleged  violations of
the Indiana  Franchises Act and the Indiana Deceptive  Franchise  Practices Act,
for common law fraud,  recission of the  Franchise  Agreement,  money damages of
$80,000 or more and for a declaratory  judgment on whether a partnership existed
between the Plaintiffs and Defendants. Defendants have denied all allegations in
the complaint and intend to  vigorously  contest this action.  Discovery has not
begun.

       No  other  litigation  is  required  to be  disclosed  in  this  Offering
Circular.

                                     Item 4
                                   BANKRUPTCY
                                   ----------

       No person previously identified in Items 1 or 2 of this Offering Circular
has been involved as a debtor in proceedings under the U.S.  Bankruptcy Code (or
comparable foreign law) required to be disclosed in this Item.

                                     Item 5
                               INITIAL LICENSE FEE
                               -------------------

       Start-Up Full Service Vacation Central Agency
       ---------------------------------------------

       If you are a full service, ticketing Start-Up Agency franchisee, you will
pay a  non-refundable  initial license fee of $29,900.  You will pay $5,000 when
you sign the  License  Agreement  and $24,900  when you find a location  that we
approve.  You are given 6 months from the date you sign the License Agreement to
find a location,  execute your lease and be open for  business.  If you have not
done all of these things within the 6 month period,  we can either give you more
time or cancel  your  License  Agreement.  If we choose to cancel  your  License
Agreement,  we will  give  you  back  $2,500.  If you  choose  to buy one of our
Wal-Mart Supercenter locations and elect not to have ticketing on site, you will
pay the reduced fee of $24,900.  If you purchase a non-ticketing  Start-Up,  not
located in a Wal-Mart  Supercenter,  the initial  license  fee is $19,900,  with
$5,000  paid on signing the License  Agreement  and balance of $14,900  when you
secure a site.

       Rural Agency (Full Service)
       ---------------------------

       If you are a Start-Up  "Rural  Program"  agency,  you will pay an initial
license fee of $19,900.  This initial license fee is non-refundable  and is paid
in the same way and at the same time as the Start-Up Agency initial license fee,
and is refundable in exactly the same way.

       Purchase Conversion Agency
       --------------------------

       If you are a  "Purchase  Conversion  Agency",  you  will  pay an  initial
license fee of $14,900.  This initial license fee is non-refundable  and is paid
in the same way and at the same time as the Start-Up  Agency initial license fee
except that the balance is paid ten (10) days prior to arriving at training.

<PAGE>

       Conversion Agency
       -----------------

       If you are a Conversion Agency licensee,  you will pay an initial license
fee of $3,000 or $7,500 upon signing your agreement. The $3,000 fee is paid by a
travel agent who has all of his or her appointments,  i.e., ARC and IATAN and is
a three year agreement, renewable upon paying a renewal fee of $3,000. This term
is for  three  years,  with  another  three  year  renewal  term at  $3,000  and
thereafter  you pay the then current  renewal fee. The $7,500 fee is paid by the
travel agent who does not have these  appointments.  This fee is not refundable.
This agreement  lasts for five years and is renewable for a three year term at a
renewal fee of $3,000 and renewable thereafter at the then current renewal fee.

       SoHo Agency
       -----------

       As a SoHo Agency licensee, you will pay an initial license fee of $3,995.
This initial license fee is non- refundable and is paid in one lump sum when you
sign the License Agreement.

       Power Partners Agency
       ---------------------

       As a Power  Partner  Agency,  you pay no fees to us in order to enter the
System.

       UPGRADE to Start-Up
       -------------------

       If you are a  non-ticketing  Start-Up  Agency  and you want to upgrade to
include ticketing capabilities, you will pay an additional sum of $10,000 if you
are not in a Wal-Mart  Supercenter  and $5,000 if you are.  This  amount will be
paid over five years with interest at 12% by us debiting your checking  account.
You will sign a promissory  note and you will sign our addendum to your existing
License  Agreement.  "Upgrade" means applying for your ARC or IATAN appointments
yourself and then you are  automatically  upgraded after you pay your additional
fee.

       Additional Locations
       --------------------

       If you are a  Start-Up  Agency and you want to buy  additional  locations
outside of your exclusive  area, you will pay an initial license fee that is 75%
of our  then-current  fee. If you wish to open  branches  inside your  exclusive
area,  you  will  only  have to pay  $5,000  for  each  branch.  This fee is not
refundable.  This 25% discount is not available for sales involving the Wal-Mart
Supercenter locations.

<PAGE>
<TABLE>


                                              Item 6
                                            OTHER FEES
                              START-UP RURAL AND PURCHASE CONVERSION
                              --------------------------------------
<S>                      <C>                             <C>                 <C>
======================== =============================== =================== ================================
     Name of Fee(1)                  Amount                   Due Date                   Remark
------------------------ ------------------------------- ------------------- --------------------------------
     Service Fees        Start-Up, Rural (Full           Payable once a      Interest due if Service Fee is
                         Service) and Purchase           month               paid late.
                         Conversion:
                         $350  p/month  - 1st yr
                         $550  p/month  - 2nd  yr
                         750   p/month - 3rd yr 4th yr
                         and beyond - CPI increases.
------------------------ ------------------------------- ------------------- --------------------------------
      Advertising        $50                             Payable monthly     Commences immediately and is
      Information                                                            subject to CPI adjustment.
    Monthly/On-Line
    ("AIM/On-Line")
------------------------ ------------------------------- ------------------- --------------------------------
   Advertising Fund      $150                            Payable monthly     Commences only when enough
      Cooperative                                                            licensees in a particular
                                                                             geographic area elect to
                                                                             contribute as a cooperative.
                                                                             If no such cooperative is
                                                                             formed, you must spend this
                                                                             amount locally and forward
                                                                             proof of this spending to us
                                                                             on a monthly basis; this sum
                                                                             is subject to CPI increases
------------------------ ------------------------------- ------------------- --------------------------------
       Transfer          $2,000                          Prior to            Payable when the License
                                                         consummation of     Agreement is transferred.  No
                                                         transfer            charge if License Agreement
                                                                             transferred to a corporation
                                                                             which you control
------------------------ ------------------------------- ------------------- --------------------------------
        Renewal          $500                            Due on signing      Fee on renewal term, which is
                                                         renewal agreement   ten years
------------------------ ------------------------------- ------------------- --------------------------------
       Interest          Lesser of 2% above prime or     15 days after       Payable on all overdue amounts
                         highest contract rate of        billing
                         interest allowed by law
------------------------ ------------------------------- ------------------- --------------------------------
 Costs and Attorneys'    Will vary depending on the      As incurred         Payable upon your failure to
         Fees            circumstances                                       comply with the License
                                                                             Agreement
------------------------ ------------------------------- ------------------- --------------------------------
    Indemnification      Will vary depending on the      As incurred         You have to reimburse us if we
                         circumstances                                       are held liable for claims
                                                                             arising from your Agency's
                                                                             operations
------------------------ ------------------------------- ------------------- --------------------------------
Upgrade Fee to Full      $10,000 for a non-Wal-Mart      Upon approvals      You pay this amount to upgrade
Service Ticketing        and $5,000 for a Wal-Mart       from ARC/IATAN      to a full ticketing agency
======================== =============================== =================== ================================

1  All fees are imposed by and payable to us.  All fees are non-refundable.
</TABLE>
<PAGE>
<TABLE>

                                               OTHER FEES
                                               CONVERSION
                                               ----------
<S>                      <C>                             <C>                 <C>
======================== =============================== =================== ================================
     Name of Fee(1)                  Amount                   Due Date                   Remark
------------------------ ------------------------------- ------------------- --------------------------------
     Service Fees        Conversion:                     Payable once a      Interest due if Service Fee is
                         $250 p/month - 1st yr           month               paid late
                         $350 p/month - 2nd yr
                         $500 p/month - 3rd yr
                         4th yr and beyond - CPI
                         increases.
------------------------ ------------------------------- ------------------- --------------------------------
      AIM/On-Line        $50 per month                   Payable monthly     Commences immediately; CPI
                                                                             adjustment
------------------------ ------------------------------- ------------------- --------------------------------
   Advertising Fund      $150 per month                  Payable monthly     Commences only when enough
      Cooperative                                                            licensees in a particular
                                                                             geographic area elect to
                                                                             contribute as a cooperative.
                                                                             If no such cooperative is
                                                                             formed,you must spend this
                                                                             amount locally and forward
                                                                             proof of this spending to us
                                                                             on a monthly basis; this sum
                                                                             is subject to CPI increases
------------------------ ------------------------------- ------------------- --------------------------------
       Transfer          $1,000                          Prior to            Payable when the Conversion
                                                         consummation of     License Agreement is
                                                         transfer            transferred.  No charge if
                                                                             Conversion License Agreement
                                                                             transferred to a corporation
                                                                             which you control
------------------------ ------------------------------- ------------------- --------------------------------
        Renewal          A Conversion Licensee will      Due on signing      Fee on renewal term, which is
                         pay $3,000 for each of the      renewal agreement   three years even if the
                         first three renewals and the                        Conversion Licensee has all of
                         then current renewal fee on                         his appointments
                         the fourth renewal.
------------------------ ------------------------------- ------------------- --------------------------------
       Interest          Lesser of 2% above prime or     15 days after       Payable on all overdue amounts
                         highest contract rate of        billing
                         interest allowed by law
------------------------ ------------------------------- ------------------- --------------------------------
 Costs and Attorneys'    Will vary depending on the      As incurred         Payable upon your failure to
         Fees            circumstances                                       comply with the Conversion
                                                                             License Agreement
------------------------ ------------------------------- ------------------- --------------------------------
    Indemnification      Will vary depending on the      As incurred         You have to reimburse us if we
                         circumstances                                       are held liable for claims
                                                                             arising from your Agency's
                                                                             operations
======================== =============================== =================== ================================

    1   All fees are imposed by and payable to us.  All fees are non-refundable.
</TABLE>
<PAGE>
<TABLE>

                                               OTHER FEES
                                               SOHO AGENCY
                                               -----------
<S>                      <C>                             <C>                 <C>
======================== =============================== =================== ================================
     Name of Fee (1)                  Amount                   Due Date                   Remark
------------------------ ------------------------------- ------------------- --------------------------------
     Service Fees        SoHo Office:                    Payable once a      Interest due if Service Fee is
                         $100 p/month - 1st yr;          month               paid late
                         Each year thereafter subject
                         to CPI increases
------------------------ ------------------------------- ------------------- --------------------------------
      AIM/On-Line        $50 per month                   Payable monthly     Commences immediately; CPI
                                                                             adjustment
------------------------ ------------------------------- ------------------- --------------------------------
       Transfer          $500                            Prior to            Payable when the SoHo License
                                                         consummation of     Agreement is transferred.  No
                                                         transfer            charge if SoHo License
                                                                             Agreement transferred to a
                                                                             corporation which you control
------------------------ ------------------------------- ------------------- --------------------------------
        Renewal          Licensee pays a renewal fee     Due on signing      Fee on renewal term, which is
                         of $300.                        renewal agreement   three years
------------------------ ------------------------------- ------------------- --------------------------------
       Interest          Lesser of 2% above prime or     15 days after       Payable on all overdue amounts
                         highest contract rate of        billing
                         interest allowed by law
------------------------ ------------------------------- ------------------- --------------------------------
 Costs and Attorneys'    Will vary depending on the      As incurred         Payable upon your failure to
         Fees            circumstances                                       comply with the SoHo License
                                                                             Agreement
------------------------ ------------------------------- ------------------- --------------------------------
    Indemnification      Will vary depending on the      As incurred         You have to reimburse us if we
                         circumstances                                       are held liable for claims
                                                                             arising from your Agency's
                                                                             operations
------------------------ ------------------------------- ------------------- --------------------------------
      Upgrade Fee        $24,905 or $14,905              At least 12         Optional Fee; due only if you
                                                         months following    wish to convert to a Full
                                                         date of License     Service ticketing or
                                                         Agreement           non-ticketing agency
======================== =============================== =================== ================================

    1   All fees are imposed by and payable to us.  All fees are non-refundable.
</TABLE>
<PAGE>
<TABLE>


                                              OTHER FEES
                                        POWER PARTNERS AGENCY
                                        ---------------------
<S>                      <C>                             <C>                 <C>
======================== =============================== =================== ================================
     Name of Fee1                    Amount                   Due Date                   Remark
------------------------ ------------------------------- ------------------- --------------------------------
      Commission         Power Partner Commission        Payable once a      We retain a percentage of the
                         Schedule:                       month to you by us  Commission for the continuing
                         $0 - $200,000 in bookings:                          use of programs, services,
                         Full override less 2%;                              brand name marketing, ongoing
                         $200,001 - $299,999 in                              support and vendor agreements.
                         bookings: Full override less
                         1.5%;
                         $300,000 or more in bookings:
                         Full override less 1.0%
------------------------ ------------------------------- ------------------- --------------------------------
      AIM/On-Line        N/A
------------------------ ------------------------------- ------------------- --------------------------------
       Transfer          N/A
------------------------ ------------------------------- ------------------- --------------------------------
        Renewal          N/A
------------------------ ------------------------------- ------------------- --------------------------------
       Interest          $50                             15 days after       Payable if a service fee or
                                                         billing             other automatic payment is
                                                                             returned by your bank
------------------------ ------------------------------- ------------------- --------------------------------
 Costs and Attorneys'    Will vary depending on the      As incurred         Payable upon your failure to
         Fees            circumstances                                       comply with the Power Partners
                                                                             License Agreement
------------------------ ------------------------------- ------------------- --------------------------------
    Indemnification      Will vary depending on the      As incurred         You have to reimburse us if we
                         circumstances                                       are held liable for claims
                                                                             arising from your Agency's
                                                                             operations
======================== =============================== =================== ================================

    1   All fees are imposed by and payable to us.  All fees are non-refundable.
</TABLE>
<PAGE>
<TABLE>

                                                Item 7
                                          INITIAL INVESTMENT
                               START-UP/RURAL AND PURCHASE CONVERSION
                               --------------------------------------
<S>                      <C>             <C>                 <C>             <C>              <C>
======================== =============== =================== =============== ================ ===============
                           Estimated
                             Amount                             Method
                          or Estimated                             of            Whether
   Expenditures          Low-High Range     When Payable        Payment        Refundable     To Whom Paid
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Initial License Fee (1)    $14,900 to    Payable on          Two                Partially           Us
                            $29,900      signing License     installments,
                                         Agreement           $5,000 on signing
                                                             License Agreement,
                                                             balance when
                                                             site found
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Leasehold Improvements     $1,000 to        As Incurred       As Required          No           Suppliers/
(2)                          $5,000                                                            Contractors
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Furniture, Fixtures        $5,000 to        As Incurred       As Required          No          Suppliers or
and Equipment (2)           $20,000                                                                 Us
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Signage                    $1,000 to        As Incurred        As Agreed           No             Outside
                             $4,000                                                              Suppliers
------------------------ --------------- ------------------- --------------- ---------------- ---------------
First and Last Month's     $2,000 to        As Required         Monthly      Security may        Landlord
Rent and Security (3)        $7,500                                          be refundable
                                                                             - Rent is not
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Security Deposit         $600 to $1,000     As Incurred         Lump Sum           Yes          Utilities
(Telephone/Utilities)                                                                           Companies
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Opening Supplies(4)       $200 - $600       As Incurred         Lump Sum           No         Third Parties
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Grand Opening            $500 to $3,000     As Required       As Incurred          No          Appropriate
Advertising(5)                                                                                   Agencies
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Training Expenses(6)       $1,500 to        As Incurred       As Incurred          No         Third Parties
                             $2,000
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Miscellaneous Opening    $500 to $5,000     As Incurred       As Incurred          No         Third Parties
Costs (7)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Advertising Fee - 3            $0             Monthly           Lump Sum           No               Us
months
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Royalty - 3 months           $1,050           Monthly           Lump Sum           No               Us
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Additional Funds - 3       $6,000 to         As Needed        As Required          No         Suppliers and
months(8)                   $40,000                                                             Employees
------------------------ --------------- ------------------- --------------- ---------------- ---------------
TOTAL ESTIMATED
INITIAL INVESTMENT         $34,250 to
                            $119,050
======================== =============== =================== =============== ================ ===============
</TABLE>

<PAGE>

Explanatory Notes:
------------------

1.   The initial  license fee for the  Start-Up  Agency is $29,900.  The initial
     license  fee for the  Rural  Program  is  $19,900.  None of these  fees are
     refundable  except if a location is not found within 6 months from the date
     of the License  Agreement,  then $2,500 of the $5,000 first  installment is
     refunded.  The initial license fee for the Purchase  Conversion is $14,900.
     Payable in the same way as the Rural fee, except that the second payment is
     made ten (10) days prior to training and no part is refundable.  If you buy
     a  Wal-Mart  Supercenter  location,  the  fee is  either  $24,900  if it is
     non-ticketing or $29,900 if it is a ticketing agency.

2.   There are  expenses  incurred by you  regardless  of which  agency you buy.
     These expenses include carpeting, some cabinetry, wall treatments, displays
     and office furniture.  If you buy a Wal-Mart Supercenter location, you will
     pay us between $12,000 and $16,000 for a decor package that will be used in
     the public areas of your agency only ("Decor Package").  This Decor Package
     will  include  your  carpeting,   furniture,   television  (1),  VCR,  wall
     treatment,  customized desks, your career apparel,  brochure racks, copier,
     fax  machine,  telephone  system  and voice  mail  answering  system.  Your
     computer  system is leased from AMADEUS or a comparable  company and serves
     as your computer for accounting, word processing and Internet use.

3.   A typical  agency  should be between  600 and 1,200  square feet and have a
     monthly rental of between $500 and $2,500. Your agency should be located in
     either an enclosed mall or an active strip  shopping  center.  In Wal- Mart
     locations,  you will sublet that site from us and pay your rent directly to
     us through our direct debit program.

4.   You will be  required  to buy certain  supplies  which  contain the "Travel
     Network" logo and designations.

5.   A grand opening  advertising  promotion  must be conducted by you, with our
     assistance.

6.   You personal out-of-pocket expenses for your Orlando, Florida and Englewood
     Cliffs, New Jersey training sessions, are your responsibility. AMADEUS pays
     for your round trip airfare to Houston,  Texas for your  computer  session.
     You are  responsible  for your meals and lodging during this week.  But, if
     you choose to use a system  other than  AMADEUS,  you are  responsible  for
     making your travel and living accommodations.

7.   This item  covers  your  miscellaneous  opening  costs and  expenses,  like
     installation  of  telephones,  accounting  and legal expenses and insurance
     premiums.

8.   You should have some funds set aside to pay salaries of your  employees and
     other expenses that you might have during the first 3 months of operation.

9.   We relied on over 17 years of experience in the travel  business to compile
     these estimates.  You should review these figures carefully with a business
     advisor  before  making any decision to purchase the  franchise.  We do not
     offer  financing  directly  or  indirectly  for  any  part  of the  initial
     investment.  The availability and terms of financing will depend on factors
     such as the  availability of financing  generally,  your  creditworthiness,
     collateral you may have and lending policies of financial institutions.

        Except for the  initial  license  fee,  all other  costs  related to the
opening of either agency will be payable as you incur them.  None of these costs
are refundable.

        Your estimated  initial cash  investment  with respect to the opening of
your agency and the  operation  of it during the first  three  months that it is
open is shown in the above chart.  These costs are estimates only.  Actual costs
may vary  depending  upon the area in which  the  agency  is  located  and other
factors.

        The initial investment for a Purchase Conversion Agency will be the same
as for a Conversion Agency, except for the initial license fee paid, and none of
those costs are refundable.

<PAGE>
<TABLE>

                                      INITIAL INVESTMENT
                                         (CONVERSION)
                                         ------------
<S>                      <C>             <C>                 <C>             <C>             <C>
======================== =============== =================== =============== ================ ===============
                           Estimated                             Method
                             Amount                                of            Whether
     Expenditures         or Estimated      When Payable        Payment        Refundable      To Whom Paid
                         Low-High Range
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Initial License Fee (1)    $3,000 to          Payable on        Lump Sum           No               Us
                             $7,500         signing License
                                               Agreement
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Leasehold Improvements         0                N/A               N/A              N/A             N/A
(2)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Furniture, Fixtures            0                N/A               N/A              N/A             N/A
and Equipment (2)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Signage                       $500          As Incurred        As Agreed           No         Outside
                                                                                              Suppliers
------------------------ --------------- ------------------- --------------- ---------------- ---------------
First and Last Month's         0                N/A               N/A              N/A             N/A
Rent and Security (3)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Security Deposit (3)           0            As Incurred         Lump Sum           Yes          Utilities
(Utilities)                                                                                     Companies
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Opening Supplies(4)       $200 - $600       As Incurred         Lump Sum           No         Third Parties
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Grand Opening                  0                 0                 0                0               0
Advertising(5)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Training Expenses         $200 - $500       As Incurred       As Incurred          No         Third Parties
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Miscellaneous Opening         $300          As Incurred       As Incurred          No         Third Parties
Costs (6)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Advertising Fee - 3            $0             Monthly           Lump Sum           No               Us
months
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Royalty - 3 months            $750            Monthly           Lump Sum           No               Us
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Additional Funds - 3           0                N/A               N/A              N/A             N/A
months(7)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
TOTAL ESTIMATED
INITIAL INVESTMENT          $4,950 -
                            $10,150
======================== =============== =================== =============== ================ ===============
</TABLE>
<PAGE>

Explanatory Notes:
------------------

1.   The initial license fee for the Conversion  Agency will be either $3,000 or
     $7,500. None of these fees are refundable.

2.   There are no expenses incurred by the Conversion Agency licensee who has an
     office that is operating.

3.   The same remarks as in 2 above apply to rent  payments  for the  Conversion
     Agency franchisee.

4.   You will be  required  to buy certain  supplies  which  contain the "Travel
     Network" logo and designations.

5.   No grand opening advertising has to be done for you.

6.   This  item  covers   miscellaneous   opening  costs  and   expenses,   like
     installation of telephones, accounting expenses and insurance premiums.

7.   You will not incur any start-up expenses other than described above.

8.   We relied on over 17 years of experience in the travel  business to compile
     these estimates.  You should review these figures carefully with a business
     advisor  before  making any decision to purchase the  franchise.  We do not
     offer  financing  directly  or  indirectly  for  any  part  of the  initial
     investment.  The availability and terms of financing will depend on factors
     such as the  availability of financing  generally,  your  creditworthiness,
     collateral you may have and lending policies of financial institutions.

        Except for the  initial  license  fee,  all other  costs  related to the
opening of your agency  will be payable as you incur  them.  None of these costs
are refundable.

        Your estimated  initial cash  investment  with respect to the opening of
your agency and the  operation  of it during the first  three  months that it is
open is shown in the above chart.  These costs are estimates only.  Actual costs
may vary  depending  upon the area in which  the  agency  is  located  and other
factors.

<PAGE>
<TABLE>


                                      INITIAL INVESTMENT
                                          SOHO AGENCY
                                          -----------
<S>                      <C>             <C>                 <C>             <C>              <C>
======================== =============== =================== =============== ================ ===============
                           Estimated
                           Amount or
                           Estimated
                           Low- High                           Method of         Whether
      Expenditures           Range         When Payable         Payment         Refundable     To Whom Paid
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Initial License Fee (1)      $3,995         Payable on          Lump Sum           No               Us
                                         signing License
                                            Agreement
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Leasehold Improvements         0                N/A               N/A              N/A             N/A
(2)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Furniture, Fixtures          $1,000             N/A               N/A              N/A             N/A
and Equipment (2)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Signage                        0            As Incurred        As Agreed           No         Outside
                                                                                              Suppliers
------------------------ --------------- ------------------- --------------- ---------------- ---------------
First and Last Month's         0                N/A               N/A              N/A             N/A
Rent and Security (3)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Security Deposit (3)           0            As Incurred         Lump Sum           Yes          Utilities
(Utilities)                                                                                     Companies
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Opening Supplies(4)       $200 - $600       As Incurred         Lump Sum           No         Third Parties
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Grand Opening                  0                 0                 0                0               0
Advertising(5)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Training Expenses             $500          As Incurred       As Incurred          No         Third Parties
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Miscellaneous Opening         $300          As Incurred       As Incurred          No         Third Parties
Costs (6)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
AIM/On-Line Fee - 3           $150            Monthly           Lump Sum           No               Us
months
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Royalty - 3 months        $300 - $750         Monthly           Lump Sum           No               Us
------------------------ --------------- ------------------- --------------- ---------------- ---------------
Additional Funds - 3           0                N/A               N/A              N/A             N/A
months(7)
------------------------ --------------- ------------------- --------------- ---------------- ---------------
TOTAL ESTIMATED
INITIAL INVESTMENT       $6,445- $7,295
======================== =============== =================== =============== ================ ===============
<PAGE>
</TABLE>

Explanatory Notes:
------------------

1.   The  initial  license  fee for the SoHo  Agency is $3,995.  This fee is not
     refundable.

2.   There are no expenses  incurred by a SoHo Agency  licensee who is operating
     either on the internet or from his or her home or from a non-retail  office
     location,  except  that  a  SoHo  Agency  licensee  must  purchase  an  IBM
     compatible computer.

3.   The SoHo Agency  licensee  pays no rent since he or she operates from their
     home. But if they operate from a non-retail office,  rent will be a factor.
     This type of  non-retail  office  should be between 100 and 150 square feet
     and have a monthly rental of between $200 and $600.

4.   You should  purchase  some basic office  supplies  regardless  of where you
     operate from.

5.   No grand opening advertising has to be done for you.

6.   This  item  covers   miscellaneous   opening  costs  and   expenses,   like
     installation of telephones, accounting expenses and insurance premiums.

7.   You will not incur any start-up expenses other than described above.

8.   We relied on over 17 years of experience in the travel  business to compile
     these estimates.  You should review these figures carefully with a business
     advisor  before  making any decision to purchase the  franchise.  We do not
     offer  financing  directly  or  indirectly  for  any  part  of the  initial
     investment.  The availability and terms of financing will depend on factors
     such as the  availability of financing  generally,  your  creditworthiness,
     collateral you may have and lending policies of financial institutions.

<PAGE>
<TABLE>

                                          INITIAL INVESTMENT
                                        POWER PARTNERS AGENCY
                                        ---------------------
  <S>                             <C>              <C>                <C>         <C>         <C>
  =============================== ================ ================== =========== =========== ===============
                                    Estimated
                                     Amount or
                                   Estimated Low-                      Method of   Whether
        Expenditures                 High Range         When Payable    Payment   Refundable    To Whom Paid
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Initial Franchise Fee (1)             $0           Upon signing       Check         No            Us
                                                        License
                                                       Agreement
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Leasehold Improvements (2)            $0                N/A            N/A         N/A           N/A
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Furniture, Fixtures and               $0                N/A            N/A         N/A           N/A
  Equipment (2)
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Signage                              $200           As Incurred     As Agreed       No         Outside
                                                                                                Suppliers
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  First and Last Month's Rent           $0                N/A            N/A         N/A           N/A
  and Security (3)
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Security Deposit (3)                  $0                N/A            N/A         N/A           N/A
  (Utilities)
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Opening Supplies (5)                  $0            As Incurred      Lump Sum       No      Third Parties
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Grand Opening Advertising (4)         $0                N/A            N/A         N/A           N/A
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Training Expenses                     $0                N/A            N/A         N/A           N/A
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Miscellaneous Opening Costs           $0                N/A            N/A         N/A           N/A
  (5)
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  AIM/On-Line Fee - 3 months            $0                N/A            N/A         N/A           N/A
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Royalty - 3 months                    $0                N/A            N/A         N/A           N/A
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  Additional Funds - 3 months           $0                N/A            N/A         N/A           N/A
  (6)
  ------------------------------- ---------------- ------------------ ----------- ----------- ---------------
  TOTAL ESTIMATED INITIAL
  INVESTMENT (7)                       $200
  =============================== ================ ================== =========== =========== ===============
</TABLE>
<PAGE>

Explanatory Notes:
-----------------

1.   There is no initial franchise fee for a Power Partners Agency.

2.   There are no expenses  incurred by the Power Partners  Agency  licensee who
     has an office that is operating.

3.   The  same  remarks  as in 2 above  apply  to rent  payments  for the  Power
     Partners Agency franchisee.

4.   No grand opening advertising has to be done for you.

5.   Since  you  are  already  an  operating   travel   agency,   there  are  no
     miscellaneous opening costs and expenses.

6.   You will not incur any start-up expenses other than described above.

7.   We relied on over 17 years of experience in the travel  business to compile
     these estimates.  You should review these figures carefully with a business
     advisor  before  making any decision to purchase the  franchise.  We do not
     offer  financing  directly  or  indirectly  for  any  part  of the  initial
     investment.  The availability and terms of financing will depend on factors
     such as the  availability of financing  generally,  your  creditworthiness,
     collateral you may have and lending policies of financial institutions.

        All costs related to the agency will be payable as you incur them.  None
of these costs are refundable.

        Your estimated  initial cash  investment  with respect to the opening of
your agency and the  operation  of it during the first  three  months that it is
open is shown in the above chart.  These costs are estimates only.  Actual costs
may vary  depending  upon the area in which  the  agency  is  located  and other
factors.

<PAGE>

                                     Item 8
                RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
                ------------------------------------------------

        Except for a Wal-mart  Supercenter  location,  you are not  required  to
purchase any items from us. A SoHo  licensee's  "internet  operating  system" is
included  in the  initial  license  fee and is fully set forth in an appendix to
your License  Agreement.  This  internet  operating  system is owned by E-Travel
Network, LLC. We do not supply any items to you unless you wish to purchase some
branded  supplies  from us, in which  case we will  derive  revenue  from  these
optional  purchases.  But, if you buy the  Start-Up  Agency that is located in a
Wal-Mart  Supercenter,  we will  require you to buy your Decor  Package from us.
This package includes your public area carpeting, customized counters and desks,
wall treatment, brochure racks, wicker furniture package, customer agent chairs,
career apparel,  clocks,  video tapes,  stationery,  business  cards,  forms and
customized software.

        All other services, supplies and materials required for the operation of
your agency may be purchased by you only from any  suppliers  you select.  We do
not approve your  suppliers.  We are presently a supplier of travel products and
act as a travel  vendor.  You do not have to purchase these products or services
from us, but if you do we will derive revenue from these  purchases.  Our profit
will range from 0.5% to 2% of each total sale. In some cases,  we will receive a
fixed administration fee of $20 per transaction in lieu of the percentage.

        We will  give  you  specifications  for  the  minimum  standards  of the
services,  supplies  and  materials,  and will also provide you with plans and a
layout for your  agency.  We must be notified  of any  changes  that you make to
these plans.

        We will derive income as a result of required travel programs  purchases
by you from suppliers approved by us. We receive  commissions or overrides which
can  range  from 0.5% to 2% of the cost of the  travel  package  in  advertising
credits  and/or a cash  rebate  of 0.5% to 1%.  If you are a  Start-Up  Wal-Mart
Supercenter  licensee, we will derive up to 10% of the cost of the Decor Package
to cover our administrative costs connected with obtaining this package for you.
We also receive some benefits from AMADEUS,  the computer  supplier (see Item 11
of this Offering Circular). In 1999, we received approximately $100,000, or 1.7%
of our total revenue of $5,900,000, from AMADEUS.

        In addition,  if you purchase a Wal-Mart location,  you will be required
to sublease your location from us. In order to cover our contingent liability on
our corporate  guaranty to Wal-Mart,  we will add a surcharge of between $50 and
$200 per month to the rent you pay. In these circumstances, we estimate that the
proportion  of this  required  sublease  and that of your  Decor  Package to all
purchases and leases by you in establishing your Wal-Mart agency will range from
4% to 8% for your sublease and from 1.4% to 1.7% for your Decor  Package.  On an
ongoing  basis  your  sublease  costs  will  range  from 5% to 10% of your total
operating costs.  Since your Decor Package is only an initial purchase it is not
an ongoing cost factor.

        We do have  arrangements  with  approved  travel  vendors  but  which do
include  direct or indirect  payments by these  travel  vendors to us in amounts
similar to those stated above.  We may negotiate  travel programs with suppliers
of travel services for your benefit and for the benefit of all licensees.

        We do not  give  you any  benefits,  like  renewal  or the  granting  of
additional  franchises,  based on your  buying  services  or  products  from our
approved suppliers.

        We may sell some  branded  supplies  to you.  If we do,  we will  derive
revenue  from these  sales.  You are not required to buy any of these items from
us.

        You are  obligated to obtain and maintain,  at your own expense,  errors
and omissions insurance coverage.

        The cost of this coverage will vary depending on the insurance carrier's
charges,  terms of payment and your history. All insurance policies must name us
as an additional insured party.

        You are  required  to have a General  Liability  Policy  with  limits of
$500,000 per person and  $1,000,000  per  incident;  Casualty and Property  with
limits of $100,000 and Errors and Omissions with limits of $500,000.

        We  will  loan  to you an  operating  manual  containing  mandatory  and
suggested  standards.  We have formulated these standards to ensure high quality
services  and  products,  the  efficient  operation  of  your  agency,  and  the
protection of the goodwill  associated  with the Marks. We may modify the manual
to improve any of these factors.  However, no modification may alter your rights
under the License Agreement.

<PAGE>
<TABLE>

                                                 Item 9
                                        FRANCHISEE'S OBLIGATIONS
                                        ------------------------

               THIS TABLE LISTS YOUR PRINCIPAL  OBLIGATIONS  UNDER THE FRANCHISE AND OTHER AGREEMENTS.
          IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR  OBLIGATIONS IN THESE AGREEMENTS
          AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.
        <S>                               <C>                   <C>                 <C>
        ================================= ===================== =================== ==================
                                                                 Article in Power
                                          Article in Start-Up    Partners License        Item in
                   Obligation              License Agreement        Agreement       Offering Circular
        --------------------------------- --------------------- ------------------- ------------------
        (a)    Site selection and          Articles I and VII          N/A          Items 7, 8 and 11
               acquisition/lease
        --------------------------------- --------------------- ------------------- ------------------
        (b)    Pre-opening                    Article VII              N/A          Items 7, 8 and 11
               purchases/leases
        --------------------------------- --------------------- ------------------- ------------------
        (c)    Site development and        Articles I, VI and          N/A          Items 7, 8 and 11
               other pre-opening                  VII
               requirements
        --------------------------------- --------------------- ------------------- ------------------
        (d)    Initial and ongoing             Article VI              None          Items 7 and 11
               training
        --------------------------------- --------------------- ------------------- ------------------
        (e)    Opening                            N/A                  N/A               Item 11
        --------------------------------- --------------------- ------------------- ------------------
        (f)    Fees                        Articles I and III      Article III       Items 5, 6, 7,
                                                                                        11 and 12
        --------------------------------- --------------------- ------------------- ------------------
        (g)    Compliance with             Articles V and VII          None          Items 8 and 11
               standards and policies
               /Operations Manual
        --------------------------------- --------------------- ------------------- ------------------
        (h)    Trademarks and              Articles IV and V        Article IV       Items 13 and 14
               proprietary information
        --------------------------------- --------------------- ------------------- ------------------
        (i)    Restrictions on                Article VII              None          Items 8, 11 and
               products/services offered                                                   16
        --------------------------------- --------------------- ------------------- ------------------
        (j)    Warranty and customer              None                 None               None
               service requirements
        --------------------------------- --------------------- ------------------- ------------------
        (k)    Territorial development            None                 None              Item 12
               and sales quotas
        --------------------------------- --------------------- ------------------- ------------------
        (l)    On-going product/service        Article VI              None          Items 8 and 11
               purchases
        --------------------------------- --------------------- ------------------- ------------------
        (m)    Maintenance, appearance    Articles VI and VII          None               None
               and remodeling
               requirements
        --------------------------------- --------------------- ------------------- ------------------
        (n)    Insurance                       Article IX              None              Item 8
        --------------------------------- --------------------- ------------------- ------------------
        (o)    Advertising                  Articles VI, VII    None                Items 6, 7 and 11
                                                and XII
        --------------------------------- --------------------- ------------------- ------------------
        (p)    Indemnification              Articles VII and        Article IX           Item 6
                                                  XXVI
        --------------------------------- --------------------- ------------------- ------------------
        (q)    Owner's participation/       Articles VII and           None          Items 11 and 15
               management/staffing                VIII
        --------------------------------- --------------------- ------------------- ------------------
        (r)    Records/reports            Articles VII and XI          None              Item 6
        --------------------------------- --------------------- ------------------- ------------------
        (s)    Inspection/audits              Article VII           Article IV           Item 11
        --------------------------------- --------------------- ------------------- ------------------
        (t)    Transfer                       Article XVII             None          Items 6 and 17
        --------------------------------- --------------------- ------------------- ------------------
        (u)    Renewal                         Article II           Article II       Items 6 and 17
        --------------------------------- --------------------- ------------------- ------------------
        (v)    Post-termination                Article XV           Article V            Item 17
               obligations
        --------------------------------- --------------------- ------------------- ------------------
        (w)    Non-competition covenants      Article VII              None              Item 17
        --------------------------------- --------------------- ------------------- ------------------
        (x)    Dispute resolution             Article XXI          Article VII           Item 17
        ================================= ===================== =================== ==================
</TABLE>
<PAGE>
<TABLE>
        <S>                               <C>                   <C>                 <C>
        ================================= ===================== =================== ==================
                                                                 Article in SoHo
                                               Article in         Agency License    Item in Offering
                   Obligation              Conversion License       Agreement           Circular
                                               Agreement
        --------------------------------- --------------------- ------------------- ------------------
        (a)    Site selection and                 N/A               Article I              N/A
               acquisition/lease
        --------------------------------- --------------------- ------------------- ------------------
        (b)    Pre-opening                        N/A                  N/A            Items 7 and 8
               purchases/leases
        --------------------------------- --------------------- ------------------- ------------------
        (c)    Site development and               N/A                  N/A            Items 7 and 8
               other pre-opening
               requirements
        --------------------------------- --------------------- ------------------- ------------------
        (d)    Initial and ongoing            Article VII         Article VI and        Items 11
               training                                             Appendix A
        --------------------------------- --------------------- ------------------- ------------------
        (e)    Opening                            N/A                  N/A               Item 11
        --------------------------------- --------------------- ------------------- ------------------
        (f)    Fees                       Articles II and III   Articles I and IV     Items 5, 6, 7
                                                                                         and 11
        --------------------------------- --------------------- ------------------- ------------------
        (g)    Compliance with             Articles V and VII       Article VI       Items 8 and 11
               standards and policies/
               Operations Manual
        --------------------------------- --------------------- ------------------- ------------------
        (h)    Trademarks and              Articles IV and V        Article V        Items 13 and 14
               proprietary information
        --------------------------------- --------------------- ------------------- ------------------
        (i)    Restrictions on products           None                 N/A           Items 8 and 16
               / services offered
        --------------------------------- --------------------- ------------------- ------------------
        (j)    Warranty and customer              None                 None               None
               service requirements
        --------------------------------- --------------------- ------------------- ------------------
        (k)    Territorial development            None                 None              Item 12
               and sales quotas
        --------------------------------- --------------------- ------------------- ------------------
        (l)    On-going product/service       Article VII              N/A           Items 8 and 11
               purchases
        --------------------------------- --------------------- ------------------- ------------------
        (m)    Maintenance, appearance            None                 N/A                None
               and remodeling
               requirements
        --------------------------------- --------------------- ------------------- ------------------
        (n)    Insurance                       Article IX          Article VII           Item 8
        --------------------------------- --------------------- ------------------- ------------------
        (o)    Advertising                     Article X            Article IV      Items 6, 7 and 11
        --------------------------------- --------------------- ------------------- ------------------
        (p)    Indemnification              Articles IV, VII       Article XII           Item 6
                                               and XXIII
        --------------------------------- --------------------- ------------------- ------------------
        (q)    Owner's participation/             None                 N/A           Items 11 and 15
               management/staffing
        --------------------------------- --------------------- ------------------- ------------------
        (r)    Records/reports                    N/A                  N/A                 N/A
        --------------------------------- --------------------- ------------------- ------------------
        (s)    Inspection/audits               Article IV          Article III           Item 11
        --------------------------------- --------------------- ------------------- ------------------
        (t)    Transfer                       Article XIV           Article X        Items 6 and 17
        --------------------------------- --------------------- ------------------- ------------------
        (u)    Renewal                         Article II           Article II      Items 5, 6 and 17
        --------------------------------- --------------------- ------------------- ------------------
        (v)    Post-termination               Article XIII         Article VIII          Item 17
               obligations
        --------------------------------- --------------------- ------------------- ------------------
        (w)    Non-competition covenants          N/A                  N/A               Item 17
        --------------------------------- --------------------- ------------------- ------------------
        (x)    Dispute resolution            Article XVIII          Article X            Item 17
        ================================= ===================== =================== ==================
</TABLE>
<PAGE>

                                     Item 10
                                    FINANCING
                                    ---------

        There is no financing for any program.

        But,  we  will  assist  you  in  obtaining  non-affiliated  third  party
financing.  This financing is based on the third party lender's credit criteria.
This criteria could include minimum net worth  requirements,  certain amounts of
liquidity and assets,  such as real estate ownership.  The interest rate charged
by these lenders is based on the current prime rate plus  additional  percentage
points.  These lenders  charge other fees like  appraisal and filing fees and in
some cases,  loan  origination  fees.  The security that these  lenders  require
includes  personal  guarantees by you and your spouse or by all the shareholders
of your  corporation,  plus  additional  collateral  such as real estate.  These
lenders may penalize you for pre-payment.  These lenders may also have you waive
your  rights to notice of a  collection  action  and to assert any  defenses  to
collection that you have against the lender, and in some cases, they may have to
confess judgment.  We do not receive any payment from these lenders.  In limited
cases, we may guarantee the loan made by a non-affiliated third party lender. If
you  choose  to buy one of our  Wal-Mart  agencies,  you  will  have to sign our
standard Sublease Agreement.  We will collect the rental payments via our direct
debit system.  We are the guarantors of the lease since we signed a master lease
with Wal-Mart for all of these locations.

                                     Item 11
                            FRANCHISOR'S OBLIGATIONS
                            ------------------------

        Start-Up Rural or Purchase Conversion Programs

        Except as listed below, we need not provide any assistance to you if you
buy either the Start-Up Rural or Purchase Conversion Programs.

        Before you open your location we will:

          (1)  Loan you one copy of the Operations Manual.  (License Agreement -
               Article V.)

          (2)  Train you.  (License  Agreement - Article  VI.) This  training is
               described in detail later in this Item.

          (3)  Assist  you in  locating  and  evaluating  your  agency  site and
               helping  you  design an office  layout and floor  plan.  (License
               Agreement - Article VI.)

          (4)  Give you your initial  supply of business  cards and  letterhead.
               (License Agreement - Article VI.)

          (5)  Help you in obtaining your ARC and IATAN  appointments,  does not
               apply to a non-ticketing  Start-Up Agency.  (License  Agreement -
               Article VI.)

          (6)  Sell you  your  Decor  Package  if you buy a  Wal-Mart  Start-Up.
               (License Agreement - Article VI.)

          (7)  Provide you with floor plans for your agency.  (License Agreement
               - Article VI.)

        During the operation of your location, we:

          (1)  Will be  available  to give you  ongoing  telephonic  support and
               assistance.  We will  visit  your  agency to give you  additional
               support and assistance. (License Agreement - Article VI.)

          (2)  Will offer you, at no charge,  bulletins on program  development,
               marketing   developments   and   techniques   and   business  and
               operational procedures. (License Agreement - Article VI.)

          (3)  Will provide you with ad slicks and similar promotional materials
               to  promote   your  agency  and  we  will  review  all   proposed
               advertising  and materials  prepared by you for use in your local
               advertising. (License Agreement - Article VI.)

<PAGE>

          (4)  Will,  on an ongoing  basis,  give you the names of our  approved
               suppliers for your supplies and  services.  (License  Agreement -
               Article VI.)

          (5)  We will assist you in the development of travel selling  programs
               to be carried out by  independent  contractors  and outside sales

          (6)  We will  distribute  to you, at no cost, a  newsletter  and other
               informational items. (License Agreement - Article VI.)

          (7)  We will  carry on  marketing  programs  in order to  develop  new
               sources of business for you. (License Agreement - Article VI.)

          (8)  We will  present  the  Travel  Network  System  at  trade  shows,
               seminars and  conferences  selected by us.  (License  Agreement -
               Article VI.)

          (9)  We will  participate in the design and preparation of advertising
               and  promotional  programs and make these  programs  available to
               you. (License Agreement - Article VI.)

          (10) We will  advise  you of new  information  about  improved  travel
               agency operating procedures,  travel services and suppliers,  and
               other  information  related to the travel  business that are made
               available to us. (License Agreement - Article VI.)

          (11) Inspect and observe the  operations  of your agency to  determine
               whether  you are  complying  with the License  Agreement  and all
               System standards. (License Agreement - Article VI.)

        For Start-Up, Vacation Central, Rural or Purchase Conversion

          (12) If you own a Start-Up Rural or Purchase  Conversion  Agency,  you
               will  be  required  to  participate  in  your  local  cooperative
               advertising  program,  if one is formed ("Coop  Fund").  You will
               have to  contribute  to this Coop Fund the sum of $150 per month.
               (See Item 6.) This amount will  increase  if the  Consumer  Price
               Index  increases,  but it will never be less than $150.  Agencies
               that may in the future be owned and operated by us are  obligated
               to contribute  to the Fund when such agencies are acquired.  If a
               Coop Fund is not  created  in your  marketing  area,  you will be
               obligated  to spend the $150 per month on local  advertising  and
               marketing  and  provide  proof  of such  expenditures  to us.  An
               additional  sum of $50 is paid  toward the  AIM/On-Line  services
               ("AIM Fund").  100% of this $50  contribution  is used to produce
               collateral materials and to compensate unaffiliated third parties
               who provide  computer  services for our on-line  Internet  system
               that is provided to you.

               We will help create the programs financed by either the Coop Fund
               or the  AIM/On-Line  services,  with  sole  discretion  over  the
               concepts,  materials and endorsements used for the programs.  The
               Fund is used to pay the costs of preparing and  producing  video,
               audio and written  advertising  materials;  direct mail and other
               media  advertising  programs  and  supporting  public  relations,
               market  research and other  advertising,  promotion and marketing
               activities.  We retain the services of an  advertising  agency to
               place the  advertising,  marketing  and  promotional  programs in
               print, for use in direct mail, for internet advertising and video
               media.  This  agency will  receive a  commission  from  placement
               agents and is not  compensated  by us.  Media  coverage is local,
               regional and national in scope.

               The AIM Funds are accounted for  separately  from our other funds
               and is not used to defray any of our general operating  expenses.
               We may spend,  on behalf of the AIM Fund,  in any fiscal  year an
               amount  greater or less than the  aggregate  contribution  of all
               agencies, whether start-up or conversion, to the AIM Fund in that
               year,  and the AIM Fund may  borrow  from us or  others  to cover
               deficits or invest any surplus for future use. We will prepare an
               annual  statement of monies  collected and costs  incurred by the
               AIM Fund and  furnish it to you upon  written  request.  No money
               will be spent by the AIM Fund to solicit new franchisees.  During
               the last fiscal year of the AIM Fund (December 31, 1998), the AIM
               Fund spent 70% of the  contributions  on  computer  services  and
               software development, 20% on production of the advertisements and
               other promotional materials,  10% for media placement, and 0% for
               general  and  administrative  expenses.  In total,  approximately
               $450,000 was spent in calendar  year 1998. We did not collect any
               other advertising funds from our franchisees in 1998.

<PAGE>

               When you use your own materials,  all advertising,  promotion and
               marketing must be completely clear and factual and not misleading
               and conform to the highest standards of ethical marketing and the
               promotion   policies   which  we   prescribe.   Samples   of  all
               advertising, promotional and marketing materials that we have not
               prepared or  previously  approved  must be submitted for approval
               before you use them.  If you do not receive  written  disapproval
               within 15 days after we receive the materials,  we will be deemed
               to  have  given  the  required  approval.  You  may  not  use any
               advertising  or promotional  materials that we have  disapproved.
               (License Agreement - Article XII.) (See Items 6, 7 and 9).

               There  currently  are  some  franchise  advertising  councils  in
               existence.  The council members are voted onto the council by the
               franchisees  in the  marketing  area.  By a majority  vote of its
               members,  a council does have decision making powers.  We have no
               power to form,  change or  dissolve a council,  nor do we vote on
               any council issues.

               We  have  advertising  cooperatives  at the  present  time.  They
               consist of two or more geographically  close franchisees who form
               the advertising cooperative.  All franchisees must participate in
               the  cooperative and a 75% vote of these  franchisees  determines
               the  monthly  contributions,  which  will  be a  fixed  fee.  The
               franchisees in each cooperative govern themselves by 75% vote and
               prepare their own governing  documents,  subject to our approval.
               If we have an agency located within this cooperative,  our agency
               will contribute and participate.  We do not require the formation
               of these cooperatives, but we recommend it.

        In the  operation  of your  Start-Up or Rural Agency you are required to
select an airline  reservation  system.  Since the travel  industry  is computer
driven,  you must have one of these  systems in your  agency in order to conduct
your daily  business.  We allow you to choose from one of the four  systems that
are now offered by the major airlines.  These systems are: (i) SABRE, located in
Dallas, Texas; (ii) APOLLO, located in Chicago, Illinois; (iii) AMADEUS, located
in Houston,  Texas; and (iv) WORLD SPAN, located in Minneapolis,  Minnesota.  We
recommend  that  you use  the  AMADEUS  service  since  it is  linked  with  our
headquarters  and it allows you to access our  proprietary  databases,  bulletin
boards,  E-mail system and special notice offers. If you are required to pay the
monthly  fee to  AMADEUS,  it can range from $100 to $1,200.  We do not know the
monthly  fees  charged by the other  airlines.  But, no matter  which system you
choose,  you will deal  directly  with the  airline and not with us. The airline
system that you choose will  provide you with both the hardware and the software
necessary to operate that particular  system.  Each airline will typically offer
you a five year  contract and if you book a  predetermined  number of tickets on
that particular  airline,  the cost you are required to pay for the system, will
generally  be  reduced.  The cost of each  system will vary with the airline you
choose.  Each of the systems have their own travel agency  accounting  programs,
each will offer  upgrades  if and when  available,  at costs  determined  by the
airline.  We do not require you to upgrade any of the systems  described  above.
You will be able to run any of these systems on an IBM compatible  Pentium II or
higher  computer  or one that is more  powerful  and which  has a  minimum  of 2
Gigabyte  Hard Disk Drive,  16 Megabytes of RAM,  one internal  Fax/Modem  Hayes
compatible, keyboard, 15" SVGA color monitor and mouse.

        We also  recommend that you purchase a back office  accounting  software
program that interfaces  with all airline  reservation  systems.  We do not sell
this program,  but it can be purchased from a company  called  TravCom  Computer
Systems,  Inc.,  located in Los Angeles,  California.  Their telephone number is
1-800-TRAVCOM.

        If you select  AMADEUS,  we are able to link up with your  computers  to
provide you with our proprietary  database,  E-mail system and bulletin  boards.
There are no contractual  limitations on our right to access the information and
data. We do not have this  capability on the other three  systems.  We have been
recommending AMADEUS to our agencies since 1982. We do derive financial benefits
from making this  recommendation.  We receive from AMADEUS free airline  tickets
for our business  travel based on how many systems are  installed and we receive
additional  compensation  based on how many tickets are booked through  AMADEUS.

<PAGE>

This  compensation  is based on  comparing  segment  volumes for each quarter as
compared  to the prior  quarter  of the prior  year.  A segment is one leg of an
airline  ticket,  e.g.,  a  non-stop  flight  from  New York to Los  Angeles  is
considered two segments.  You are  responsible  for the  communication  costs in
accessing the Internet.

        In  addition,  if you  purchase  travel  packages  from  vendors that we
recommend,  we will receive  compensation from those vendors.  This compensation
will vary depending on the vendor,  and can range from 0.5% to 2% of the cost of
the travel package in the form of advertising credits and/or a rebate of 0.5% to
1% of the cost of the travel package.

Y2K Compliance
--------------

        We have been advised by AMADEUS that as of the end of 1998, their entire
system was to be Y2K compliant. We have not be notified to the contrary. We have
not be  advised  by any of the  other  reservations  systems  that  they are Y2K
compliant. We can only assume that they are, but we urge you to make independent
inquiry  into this  situation  if you choose not to use the AMADEUS  reservation
system.

        The Table of Contents of the Operating  Manual provided to our licensees
as of our last calendar year is annexed as Exhibit 7.

Start-Up Agency
---------------

        We assist Start-Up licensees in finding a site and must approve the site
they select.  The  Start-Up  site should be in a well  populated  area with easy
access to main  roads.  It should be visible  from all access  roads.  The space
should be between 600 and 1,200 square feet in size. A Start-Up licensee has six
months  from the date  he/she  signs the Start- Up License  Agreement  to find a
site.  We will give you extra time if a site is not found within six months.  If
you are purchasing a Wal-Mart  location,  these sites have been predetermined by
us. If you fail to find a site that we approve,  we will  terminate  the License
Agreement and refund your fee in full,  less $2,500 to cover our  administrative
expenses.

Conversion/SoHo Agency
----------------------

        We estimate  that there will be an interval of 2 to 4 weeks  between the
execution of the License  Agreement and the operation of your agency, if you are
a SoHo Agency licensee.  A Conversion Agency will already be in operation at the
time of execution.  This interval only varies based upon completing training and
your compliance with local laws and  regulations.  You may not open for business
until: (1) pre-opening training has been completed to our satisfaction;  (2) the
initial license fee and all other amounts then due to us have been paid; and (3)
we have been furnished with copies of all required insurance  policies,  or such
other evidence of insurance coverage and payment of premiums as we request.

Conversion Program
------------------

        Except as listed below, we need not provide any assistance to you if you
buy a Conversion Program.

        Before you open your Conversion location we will:

          (1)  Loan you one copy of the Operations Manual.  (Conversion  License
               Agreement - Article V.)

          (2)  Train you.  (Conversion  License  Agreement  - Article  VI.) This
               training is described in detail later in this Item.

        During the operation of your Conversion location, we:

          (1)  Will be  available  to give you  ongoing  telephonic  support and
               assistance.  We may  visit  your  agency  to give you  additional
               support and assistance, if you request us to do this. (Conversion
               License Agreement - Article VI.)

<PAGE>

          (2)  May offer you, at no charge,  bulletins  on program  development,
               marketing   developments   and   techniques   and   business  and
               operational  procedures.  (Conversion License Agreement - Article
               VI.)

          (3)  Will provide our Conversion  licensees with ad slicks and similar
               promotional  materials  to  promote  their  agencies  and we will
               review all proposed  advertising  and materials  prepared by them
               for use in local  advertising.  (Conversion  License  Agreement -
               Article VI.)

          (4)  Will,  on an  ongoing  basis,  give you the name of our  approved
               suppliers  for your supplies and  services.  (Conversion  License
               Agreement - Article VI.)

          (5)  Inspect and observe the  operations  of a Conversion  agency from
               time to time to  determine  whether  you are  complying  with the
               Conversion   License   Agreement   and  all   System   standards.
               (Conversion License Agreement - Article VI.)

        For Conversion
        --------------

          (6)  If  you  own  a  Conversion  Agency,  you  will  be  required  to
               participate in your local cooperative advertising program, if one
               is formed ("Coop Fund"). You will have to contribute to this Coop
               Fund the sum of $150 per month.  (See Item 6.) This  amount  will
               increase if the Consumer Price Index increases, but it will never
               be less than $150.  Agencies  that may in the future be owned and
               operated by us are  obligated to contribute to the Fund when such
               agencies  are  acquired.  If a Coop Fund is not  created  in your
               marketing area, you will be obligated to spend the $150 per month
               on local  advertising  and  marketing  and provide  proof of such
               expenditures  to us. An additional  sum of $50 is paid toward the
               AIM/On-Line  services ("AIM Fund"). 100% of this $50 contribution
               is  used  to  produce  collateral  materials  and  to  compensate
               unaffiliated  third parties who provide computer services for our
               on-line Internet system that is provided to you.

               We will help create the programs financed by either the Coop Fund
               or the  AIM/On-Line  services,  with  sole  discretion  over  the
               concepts,  materials and endorsements used for the programs.  The
               Fund is used to pay the costs of preparing and  producing  video,
               audio and written  advertising  materials;  direct mail and other
               media  advertising  programs  and  supporting  public  relations,
               market  research and other  advertising,  promotion and marketing
               activities.  We retain the services of an  advertising  agency to
               place the  advertising,  marketing and promotional  programs,  in
               print, for use in direct mail, for internet advertising and video
               media.  This  agency will  receive a  commission  from  placement
               agents and is not  compensated  by us.  Media  coverage is local,
               regional and national in scope.

               The AIM Funds are accounted for  separately  from our other funds
               and is not used to defray any of our general operating  expenses.
               We may spend,  on behalf of the AIM Fund,  in any fiscal  year an
               amount  greater or less than the  aggregate  contribution  of all
               agencies, whether start-up or conversion, to the AIM Fund in that
               year,  and the AIM Fund may  borrow  from us or  others  to cover
               deficits or invest any surplus for future use. We will prepare an
               annual  statement of monies  collected and costs  incurred by the
               AIM Fund and  furnish it to you upon  written  request.  No money
               will be spent by the AIM Fund to solicit new franchisees.  During
               the last fiscal year of the AIM Fund (December 31, 1998), the AIM
               Fund spent 70% of the  contributions  on  computer  services  and
               software development, 20% on production of the advertisements and
               other promotional materials,  10% for media placement, and 0% for
               general  and  administrative  expenses.  In total,  approximately
               $450,000 was spent  during  calendar  year 1998,  the majority of
               which came from  travel  vendors.  We did not  collect  any other
               advertising funds from our franchisees in 1998.

               When you use your own materials,  all advertising,  promotion and
               marketing must be completely clear and factual and not misleading
               and conform to the highest standards of ethical marketing and the

<PAGE>

               promotion   policies   which  we   prescribe.   Samples   of  all
               advertising, promotional and marketing materials that we have not
               prepared or  previously  approved  must be submitted for approval
               before you use them.  If you do not receive  written  disapproval
               within 15 days after we receive the materials,  we will be deemed
               to  have  given  the  required  approval.  You  may  not  use any
               advertising  or promotional  materials that we have  disapproved.
               (Conversion  License  Agreement - Article X.) (See Items 6, 7 and
               9.)

               There  currently  are  some  franchise  advertising  councils  in
               existence.  The council members are voted onto the council by the
               franchisees  in the  marketing  area.  By a majority  vote of its
               members,  a council does have decision making powers.  We have no
               power to form,  change or  dissolve a council,  nor do we vote on
               any council issues.

               We  have  advertising  cooperatives  at the  present  time.  They
               consist of two or more geographically  close franchisees who form
               the advertising cooperative.  All franchisees must participate in
               the  cooperative and a 75% vote of these  franchisees  determines
               the  monthly  contributions,  which  will  be a  fixed  fee.  The
               franchisees in each cooperative govern themselves by 75% vote and
               prepare their own governing  documents,  subject to our approval.
               If we have an agency located within this cooperative,  our agency
               will contribute and participate.  We do not require the formation
               of these cooperatives, but we recommend it.

               We do not  require  Conversion  Agencies to change or alter their
               existing computer hardware or software systems.

        SoHo Agency Program
        -------------------

        Except as listed below, we need not provide any assistance to you if you
buy a SoHo Agency Program.

        Before you open your SoHo Agency location we will:

          (1)  Train you.  (License  Agreement - Article VI,  Appendix  A.) This
               training is described in detail later in this Item.

          (2)  Give our SoHo  Agency  licensee  his/her  software  and use of an
               on-line  operating  system as part of their initial  license fee.
               (License Agreement - Appendix A.)

           During the operation of your location, we:

          (1)  If you own a SoHo  Agency  franchise,  the  telephone  support is
               available through the use of your telephone calling card. We will
               not  make  personal  visits  to  your  home or  office.  (License
               Agreement - Article VI.)

          (2)  You will be required to contribute to our  AIM/On-Line  fund. The
               purpose of this fund is to create  and  develop  advertising  and
               marketing  materials  for all of our SoHo Agency  licensees.  You
               have to contribute the sum of $50 per month to AIM/On-Line.  (See
               Item 6.) This amount will  increase if the  Consumer  Price Index
               increases,  but it will never be less than $50. The sum of $50 of
               said  contribution  is  applied  by  us  to  the  preparation  of
               advertising materials, ad specialties and other printed materials
               for use by you in your local  market  and to provide  you with an
               Internet "home page" to promote your services.

               We  create  all  materials  financed  by  AIM/On-Line,  with sole
               discretion over the concepts, materials and endorsements used for
               the programs.  AIM/On-Line  is used to pay the costs of preparing
               and producing  video,  audio and written  advertising  materials;
               direct mail and other media  advertising  materials;  direct mail
               and  other  media  advertising  programs  and  supporting  public
               relations,  market research and other advertising,  promotion and
               marketing  activities.   AIM/On-Line  prepares  the  advertising,
               marketing and promotional materials for your use locally.

<PAGE>

               AIM/On-Line is accounted for separately  from our other funds and
               is not used to defray any of our general operating  expenses.  We
               may spend, on behalf of AIM/On-Line, in any fiscal year an amount
               greater or less than the aggregate  contribution of all agencies,
               whether start-up or conversion,  to AIM/On-Line in that year, and
               AIM/On-Line  may borrow  from us or others to cover  deficits  or
               invest any  surplus  for future  use.  We will  prepare an annual
               statement of monies  collected and costs  incurred by AIM/On-Line
               and  furnish  it to you upon  written  request.  No money will be
               spend by AIM/On-Line to solicit new franchisees.  During the last
               fiscal year of  AIM/On-Line  (December  31,  1998),  AIM/On- Line
               spent 70% of the  contributions on computer services and software
               development,  20% on production of the  advertisements  and other
               promotional  materials,  10%  for  media  placement,  and  0% for
               general  administrative  expenses.  We did not  collect any other
               advertising funds from our franchisees in 1998.

               When you use your own materials,  all advertising,  promotion and
               marketing must be completely clear and factual and not misleading
               and confirm to the highest standards of ethical marketing and the
               promotion   policies   which  we   prescribe.   Samples   of  all
               advertising, promotional and marketing materials that we have not
               prepared or  previously  approved  must be submitted for approval
               before you use them.  If you do not receive  written  disapproval
               within 15 days after we receive the materials,  we will be deemed
               to  have  given  the  required  approval.  You  may  not  use any
               advertising or promotional materials that we have disapproved.

               There  currently  are  some  franchise  advertising  councils  in
               existence.  The council members are voted onto the council by the
               franchisees  in the  marketing  area.  By a majority  vote of its
               members,  a council does have decision making powers.  We have no
               power to form,  change or  dissolve a council,  nor do we vote on
               any council issues.

               We  have  advertising  cooperatives  at the  present  time.  They
               consist of two or more geographically  close franchisees who form
               the advertising cooperative.  All franchisees must participate in
               the  cooperative and a 75% vote of these  franchisees  determines
               the  monthly  contributions,  which  will  be a  fixed  fee.  The
               franchisees in a cooperative  govern themselves by a 75% vote and
               prepare their own governing  documents,  subject to our approval.
               If  we  have  a  company   owned  agency   located   within  this
               cooperative,  that agency will contribute and participate.  We do
               not require the formation of these cooperatives.

               SoHo Agency licensees must purchase an IBM compatible  Pentium II
               computer or more powerful, which has a minimum of 2 Gigabyte Hard
               Disk Drive,  16 Megabytes  of RAM,  one internal  Fax/Modem-Hayes
               compatible,  keyboard,  15" SVGA color  monitor and a mouse.  The
               software that is included in the Starter  Package is  proprietary
               software that allows you to access to the AMADEUS system based on
               a  dial-up  network  agreement  with  AMADEUS.  There  are  costs
               associated  with this  connection.  These  range  from  $0.12 per
               minute to $0.18 per minute. The SoHo Agency licensee will use the
               hardware  and  software  to  provide  information  for his or her
               clients,  to keep their books and records and to send and receive
               faxed information.

        Power Partners Agency Program

        Except as listed below, we need not provide any assistance to you if you
buy a Power Partners franchise.

          (1)  We will  provide  you with  access to a  centralized  reservation
               system  for a fee  to be  determined.  Use  of  this  centralized
               reservation  system is optional (Power Partners License Agreement
               - Article III).

          (2)  We  provide   such   ongoing   services  as   negotiated   vendor
               relationships,  training seminars and marketing  programs,  which
               are the same programs available to any of our franchisees.

          (3)  We do not require you to change or alter your  existing  computer
               hardware or software systems.

<PAGE>

          (4)  Since you will  already be in  operation at the time of execution
               of your Power Partners  License  Agreement,  there is no interval
               between signing and operating.

          (5)  We do not provide any mandatory training program for you. But you
               are permitted to attend any of our training  programs  offered to
               our other franchisees, at your own cost and expense.

          (6)  When you use your own materials,  all advertising,  promotion and
               marketing must be completely clear and factual and not misleading
               and conform to the highest standards of ethical marketing and the
               promotion   policies   which  we   prescribe.   Samples   of  all
               advertising, promotional and marketing materials that we have not
               prepared or  previously  approved  must be submitted for approval
               before you use them.  If you do not receive  written  disapproval
               within 15 days after we receive the materials,  we will be deemed
               to  have  given  the  required  approval.  You  may  not  use any
               advertising or promotional materials that we have disapproved.

               There  currently  are  some  franchise  advertising  councils  in
               existence.  The council members are voted onto the council by the
               franchisees  in the  marketing  area.  By a majority  vote of its
               members,  a council does have decision making powers.  We have no
               power to form,  change or  dissolve a council,  nor do we vote on
               any council issues.

               We  have  advertising  cooperatives  at the  present  time.  They
               consist of two or more geographically  close franchisees who form
               the advertising cooperative.  All franchisees must participate in
               the  cooperative and a 75% vote of these  franchisees  determines
               the  monthly  contributions,  which  will  be a  fixed  fee.  The
               franchisees in a cooperative  govern themselves by a 75% vote and
               prepare their own governing  documents,  subject to our approval.
               If  we  have  a  company   owned  agency   located   within  this
               cooperative,  that agency will contribute and participate.  We do
               not require the formation of these cooperatives.

        Start-Up/Rural and Purchase Conversion

        Before  you begin to  operate  under the  "Travel  Network,"  or "Travel
Network Vacation Central" names (if you own a Wal-Mart Supercenter location), we
will provide initial  training to you for 4 weeks. One week will be conducted in
Houston, Texas if you choose AMADEUS, with AMADEUS paying for your airfare only,
or at a location  designated by the airline system you choose;  one week will be
conducted  either at our New Jersey  headquarters or at another location that is
convenient to our offices;  one week in Orlando,  Florida;  and one week at your
agency.  The  training  program  will be  conducted  about 4 to 8 weeks prior to
opening.  You must complete the initial training to our  satisfaction.  Although
there are no additional  fees for this  training,  you are  responsible  for all
travel and living expenses which you incur in connection with training except if
you  choose  another  system,  in  which  case  you  will  make  all of your own
arrangements with that particular airline.

        We expect  that  training  will be  conducted  for you after the License
Agreement  has been  signed.  We plan to be flexible in  scheduling  training to
accommodate our personnel and you. There  currently are no fixed (i.e.,  monthly
or  bi-monthly)  training  schedules.  As of our most recent fiscal year end, we
provided the following training which may be modified by us:

<PAGE>
<TABLE>

                            START-UP/RURAL AND PURCHASE CONVERSION PROGRAMS
                            -----------------------------------------------
        <S>                     <C>                       <C>          <C>          <C>
        ======================= ========================= ============ ============ ==================
                                                           Hours of     Hours of
                                     Instructional         Classroom   On the Job
               Subject                   Manual            Training     Training      Instructor(s)
        ----------------------- ------------------------- ------------ ------------ ------------------
        Orientation and            Operations Manual      8 hours           -       Stephanie Abrams
        Procedures                                        (1st week)
        ----------------------- ------------------------- ------------ ------------ ------------------
        Marketing Strategies       Operations Manual      8 hours           -       Stephanie Abrams
                                                          (1st week)
        ----------------------- ------------------------- ------------ ------------ ------------------
        Development of             Operations Manual      8 hours           -       Brigitte
        Marketing Plan                                    (1st week)                Kiledjian
                                                                                    Sandee Goldberg
                                                                                    Betty Krystyniak
        ----------------------- ------------------------- ------------ ------------ ------------------
        Business Development       Operations Manual      8 hours           -       Brigitte
                                                          (1st week)                Kiledjian
                                                                                    Sandee Goldberg
        ----------------------- ------------------------- ------------ ------------ ------------------
        Customer Sales and          Marketing Manual      6 hours           -       Stephanie Abrams
        Service                                           (1st week)
        ----------------------- ------------------------- ------------ ------------ ------------------
        Operations                 Operations Manual      8 hours           -       Brigitte
                                                          (2nd week)                Kiledjian
                                                                                    Sandee Goldberg
                                                                                    Betty Krystyniak
        ----------------------- ------------------------- ------------ ------------ ------------------
        Procedures/Regulation      Operations Manual      8 hours           -       Brigitte
                                                          (2nd week)                Kiledjian
                                                                                    Sandee Goldberg
                                                                                    Betty Krystyniak
        ----------------------- ------------------------- ------------ ------------ ------------------
        Airline Ticketing          Operations Manual      8 hours           -       Brigitte
                                                          (2nd week)                Kiledjian
                                                                                    Sandee Goldberg
        ----------------------- ------------------------- ------------ ------------ ------------------
        Airline Reporting              ARC Manual         8 hours           -       Betty Krystyniak
        Procedures                                        (2nd week)
        ----------------------- ------------------------- ------------ ------------ ------------------
        Introduction to             Computer Manual       6 hours           -       Brigitte
        Computers                                         (2nd week)                Kiledjian
                                                                                    Sandee Goldberg
        ----------------------- ------------------------- ------------ ------------ ------------------
        Computers                  Computer Operating     40 hours          -       AMADEUS Staff*
                                     Manual
        ----------------------- ------------------------- ------------ ------------ ------------------
        Opening and On-Going       Operations Manual                    40 hours    Betty Krystyniak
        Marketing and                                                               and Sandee
        Operations                                                                  Goldberg
        ======================= ========================= ============ ============ ==================
</TABLE>

        You (or your managing  shareholder or partner) and/or previously trained
managers can, at your option,  attend any periodic  refresher  training  courses
that we conduct. There is presently no additional training.

        Your second week of training will take place in Orlando,  Florida.  Your
out-of-pocket expenses for this week are your responsibility.

        *AMADEUS trains you in Houston,  Texas for one week. Your  out-of-pocket
expenses incurred during this week are your responsibility with the exception of
your airfare which is paid for by AMADEUS.  If you choose  another  system,  you
will be required to make your own arrangements with that particular airline.

        Start-Up
        --------

        We estimate that there will be an interval of 30 to 120 days between the
execution  of the License  Agreement  and the  operation  of your  agency.  This
interval varies based upon finding an acceptable  location,  completing training
and  your  compliance  with  local  laws and  regulations.  You may not open for
business until: (1) you find an acceptable  location;  (2) pre-opening  training
has been  completed  to our  satisfaction;  (3) the initial  license fee and all
other amounts then due to us have been paid; and (4) we have been furnished with
copies of all required insurance  policies,  or such other evidence of insurance
coverage and payment of premiums as we request.

        Before you begin to operate  under the "Travel  Network"  name,  we will
provide initial  training to you for 4 weeks. Two weeks will be conducted either
at our New Jersey  headquarters or at another location that is convenient to our

<PAGE>

offices, one week on Orlando, Florida, and one week at your agency. The training
program will be conducted about 4 to 8 weeks prior to opening. You must complete
the initial training to our satisfaction.  Although there are no additional fees
for this training,  you are responsible for all travel and living expenses which
you incur in connection with training.

        We expect  that  training  will be  conducted  for you after the License
Agreement  has been  signed.  We plan to be flexible in  scheduling  training to
accommodate our personnel and you. There  currently are no fixed (i.e.,  monthly
or  bi-monthly)  training  schedules.  As of our most recent fiscal year end, we
provided the following training which may be modified by us:

<TABLE>

                                 CONVERSION PROGRAM
                                 ------------------
<S>                    <C>                        <C>          <C>          <C>
====================== ========================== ============ ============ ==================
                                                   Hours of     Hours of
                             Instructional         Classroom   On the Job
       Subject                  Manual             Training     Training      Instructor(s)
---------------------- -------------------------- ------------ ------------ ------------------
Management Training        Operations Manual        8 hours         -       Stephanie Abrams
---------------------- -------------------------- ------------ ------------ ------------------
Operations                 Operations Manual        8 hours         -       Sandee Goldberg
---------------------- -------------------------- ------------ ------------ ------------------
Sales and Marketing        Operations Manual        8 hours         -       Stephanie Abrams
                                                                            Sandee Goldberg
                                                                            Brigitte
                                                                            Kiledjian
---------------------- -------------------------- ------------ ------------ ------------------
Business/Leisure           Marketing Manual        16 hours         -       Stephanie Abrams
Marketing                                                                   Sandee Goldberg
                                                                            Brigitte
                                                                            Kiledjian
====================== ========================== ============ ============ ==================
</TABLE>

        You (or your managing  shareholder or partner) and/or previously trained
managers can, at your option,  attend any periodic  refresher  training  courses
that we conduct. There is presently no additional training.

        All of our  instructors  have been in the travel  business  for at least
three years.

<TABLE>

                                      SOHO AGENCY PROGRAM
                                      -------------------
<S>                    <C>                        <C>          <C>          <C>
====================== ========================== ============ ============ ==================
                                                   Hours of     Hours of
                             Instructional         Classroom   On the Job
       Subject                  Manual             Training     Training      Instructor(s)
---------------------- -------------------------- ------------ ------------ ------------------
Opening and Ongoing        Operations Manual        6 hours         -       Stephanie Abrams
Marketing/ Operations                                                       and/or Betty
                                                                            Krystyniak
---------------------- -------------------------- ------------ ------------ ------------------
Operations                 Operations Manual        4 hours         -       Sandee Goldberg
                                                                            /Betty Krystyniak
---------------------- -------------------------- ------------ ------------ ------------------
Sales and Marketing        Operations Manual        6 hours         -       Stephanie Abrams
                                                                            Sandee Goldberg
                                                                            Brigitte
                                                                            Kiledjian
                                                                            Betty Krystyniak
---------------------- -------------------------- ------------ ------------ ------------------
Business/Leisure           Marketing Manual         4 hours         -       Stephanie Abrams
Marketing                                                                   Sandee Goldberg
                                                                            Brigitte
                                                                            Kiledjian
---------------------- -------------------------- ------------ ------------ ------------------
Training on the                Internet            20 hours         -       Sandee Goldberg
Internet                                                                    Brigitte
                                                                            Kiledjian
====================== ========================== ============ ============ ==================
</TABLE>

        You (or your managing  shareholder or partner) and/or previously trained
managers can, at your option,  attend any periodic  refresher  training  courses
that we conduct. There is presently no additional training.

        All of our  instructors  have been in the travel  business  for at least
three years.

<PAGE>


        All of our  franchisees  must  attend  training  except  for  our  Power
Partners.

                                     Item 12
                                    TERRITORY
                                    ---------

        Start-Up Rural or Purchase Conversion Agency. You are given an exclusive
territory in which to operate your agency.  This is known as the Area of Primary
Responsibility (the "APR").

        Before  you  sign the  License  Agreement,  the APR is given to you.  In
densely trafficked areas, such as Midtown  Manhattan,  your APR will not be less
than ten square blocks or more than two and one-half  square miles.  In sparsely
trafficked  areas such as rural  areas,  your APR can be less than a village but
cannot be more than a county. Your APR must have a minimum population density of
between 25,000 and 50,000 people, except that if you own a Rural agency your APR
will be in a town of less than 10,000 people,  which town is located in a county
that has a  population  density  of less than  30,000.  We  cannot  and have not
established  another  franchised or  company-owned  Travel Network travel agency
whose APR includes all or part of your APR. We do not establish other franchises
or  company-owned  businesses  offering similar services under a different trade
name or service mark within your APR. We have no restrictions on who you provide
travel  services to even if it means providing those services to clients located
in another  franchisee's  APR. You do not have to pay any  compensation  to that
franchisee.

        You may relocate your agency within your APR, following our approval. If
you are a  Start-Up,  Rural or  Purchase  Conversion  Agency,  you also may open
additional  offices  within your APR, at a cost of $5,000 per office.  We do not
grant rights of first refusal.

        We  have  not   established  or  may  establish   other   franchises  or
company-owned  agencies or establish  another  channel of  distribution  under a
different  trademark or service mark within your APR or anywhere else, except as
discussed  above  regarding the SoHo Agency  licensee and as we may reserve such
rights in the future, nor does this prevent us from making acquisitions of other
travel  agency  systems  or  independents  who  may be  doing  business  under a
different name within your APR.

        Continuation of your  exclusivity  does not depend on the achievement of
any sales volume, market penetration or other contingency.

        We  reserve  the  right  to have  company-owned  or  licensed/franchised
agencies located in your APR that do not utilize any of our Principal Marks.

        Conversion  Agency.  As a Conversion  Agency  franchisee,  your existing
agency  within a  predetermined  trading area will have the  exclusive  right to
operate your Agency within a trading area  containing at least 25,000 people and
which  typically will have a radius around the Agency of not less than 1 mile or
more than 3 miles  ("Area of Primary  Responsibility").  We will not  operate or
grant a franchise for the operation of another  "Travel  Network"  agency within
your Area of Primary Responsibility.

        We have the right to operate or franchise  agencies outside of your Area
of Primary Responsibility.

        Continuation of your  exclusivity  does not depend on the achievement of
any sales volume, market penetration or other contingency.  Your Area of Primary
Responsibility  may not be altered except by a written agreement between you and
us. You will maintain your Area of Primary Responsibility even if the population
in the area increases.

        You may not relocate your Agency without our prior approval. We will not
unreasonably  withhold our  approval,  except that the new agency must be within
your Area of Primary Responsibility.

        You may have the option of  servicing a SoHo Agency  licensee if we have
the   ability  to  offer  such  a   franchise   within   your  Area  of  Primary
Responsibility.  But,  if you choose not to have us sell a  franchise  to a SoHo
Agency licensee in your Area of Primary Responsibility, then we will not.

<PAGE>

        We do not grant rights of first refusal to acquire additional agencies.

        You are not prohibited from  advertising or soliciting  business outside
of your Area of Primary Responsibility.

        SoHo Agency/Power Partners Agency
        ---------------------------------

        Your are not given any  exclusive or protected  area for either of these
agencies.

                                     Item 13
                                   TRADEMARKS
                                   ----------

        We grant to you the right to use certain  trademarks,  service marks and
other  commercial  symbols in connection with the operation of your agency.  Our
primary  trademarks  are "Travel  Network" and  associated  design,  and "Travel
Network" (the "Marks"). These Marks were registered on the Principal Register of
the United  States  Patent and  Trademark  Office on November  28,  1978,  under
Registration No.  1,107,486,  and May 4, 1993, under  Registration No. 1,769,468
and January 23, 1996, under Registration No. 1,950,248.  Our other primary marks
are "Travel  Network  Vacation  Central,"  which was registered on the Principal
Register on March 25, 1997 under  Registration  No.  2,047,684.  These marks are
currently  being  assigned to us by our  predecessor,  Travel  Network,  Ltd. In
addition,  we have applied for registration on the Principal  Register the marks
"ETRAVNET" and  "ETRAVNET.COM".  The serial numbers are 75/787761 and 75/787312.
These marks are now pending.

        You must  follow our rules  when you use the  Marks.  You cannot use the
Marks as part of a corporate  name or with modifying  words,  designs or symbols
except  for  those  which  we  license  to you.  You may  not use the  Marks  in
connection  with the sale of any  unauthorized  products  or  services or in any
manner not authorized in writing by us.

        There are no currently  effective material  determinations of the United
State Patent and Trademark  Office,  the Trademark  Trial and Appeal Board,  the
trademark  administrator  of any state or any court,  nor are there any  pending
infringement,  opposition or  cancellation  proceedings or material  litigation,
involving  the  Marks.  There  are  no  agreements  currently  in  effect  which
significantly  limit  our  right to use or  license  the use of the Marks in any
manner material to the franchise. However, you must be aware that there are many
operations that use the words "Travel Network" in conjunction with another word,
like "Elite  Travel  Network."  These  non-affiliated  companies  may already be
operating  in your area,  and this usage may cause some  confusion in your trade
area.

        You must notify us immediately of any apparent infringement or challenge
to your use of the  Marks,  or of any claim by any  person of any  rights in any
Marks,  and may not communicate with any person other than us, our attorneys and
your attorneys in connection with any such infringement,  challenge or claim. We
have sole discretion to take such action as we deem appropriate and the right to
control  exclusively any litigation,  United States Patent and Trademark  Office
proceeding   or  any  other   administrative   proceeding   arising   from  such
infringement,  challenge or claim or otherwise  relating to the Marks.  You must
sign any instruments and documents,  provide such assistance and take any action
that, in the opinion of our attorneys,  may be necessary or advisable to protect
and  maintain  our  interests  in any  litigation  or United  States  Patent and
Trademark  Office or other  proceeding  or otherwise to protect and maintain our
interests in the Marks. The License Agreement requires us to participate in your
defense  and/or  indemnify  you for expenses or damages if you are a party to an
administrative or judicial proceeding involving a Marks licensed to you by us or
if the proceeding is resolved unfavorably to you.

        If it becomes advisable at any time in our sole discretion for us and/or
you to  modify  or  discontinue  the  use of any  Marks  and/or  use one or more
additional  or  substitute  trade or service  marks,  you must  comply  with our
directions  within a reasonable  period of time after receiving  notice. We will
reimburse  you for your  reasonable  direct  expenses of changing  the  agency's
signage.  However,  we will not be obligated  to  reimburse  you for any loss of
revenue   attributable  to  any  modified  or  discontinued  Marks  or  for  any
expenditures  you make to promote a modified or substitute  trademark or service
mark.

<PAGE>

                                     Item 14
                 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
                 -----------------------------------------------

        There  are no  patents  that are  material  to the  franchise.  We claim
copyright  protection of our Operations  Manual and related  materials  although
these  materials  have not been  registered  with the United State  Registrar of
Copyrights.   The  Operations   Manual  and  related  materials  are  considered
proprietary and  confidential and are considered our property and may be used by
you only as provided in the License Agreement.  You may not use our confidential
information  in any  unauthorized  way and you  must  take  reasonable  steps to
prevent its disclosure to others.

        We may reveal  certain  proprietary  information  to you, which includes
vendor lists, customer lists and information in the manuals provided to you. You
and your  employees  are obligated to maintain the absolute  confidentiality  of
this information at all times.

        There currently are no effective  determinations of the Copyright Office
(Library of Congress) or any court regarding any of the  copyrighted  materials.
There are no agreements in effect which  significantly limit our right to use or
license  the  copyrighted  materials.  Finally,  there  are no  infringing  uses
actually known to us which could  materially  affect a  franchisee's  use of the
copyrighted  materials  in any state.  We are not  required by any  agreement to
protect or defend copyrights or confidential information,  although we intend to
do so when this action is in the best interest of our System.

                                     Item 15
                     OBLIGATION TO PARTICIPATE IN THE ACTUAL
                       OPERATION OF THE FRANCHISE BUSINESS
                       -----------------------------------

        As a  Conversion  Agency,  Purchase  Conversion,  Start-Up,  Rural  Full
Service, Power Partner or "SoHo Agency" licensee, you must at all times directly
supervise  the  operation of your  agency,  or you may employ a manager for this
purpose. But, we recommend that you conduct direct,  on-premises  supervision of
your agency and not  delegate  this duty to third  parties.  If you do appoint a
manager for these duties,  we must train him or her. Also, you must inform us of
your manager's identity,  and each manager must sign an agreement not to divulge
any trade secret or confidential or proprietary information, or to engage in any
other similar retail business.

        Your manager need not have an ownership  interest in your corporation or
partnership,  if you are  either  type of entity.  Each  person who owns a 5% or
greater interest in your entity must sign the License Agreement.

        You must  devote  your full time and  efforts to  managing  the  general
business  matters of your agency.  Further,  you may not, during the term of the
License Agreement, engage in any conflicting enterprises.

                                     Item 16
                   RESTRICTIONS ON WHAT THE FRANCHISE MAY SELL
                   -------------------------------------------

        As a Conversion or Purchase Conversion Agency,  Start-Up,  Power Partner
or "SoHo  Agency"  licensee,  you must offer for sale and sell only those travel
related services and materials that we have approved. You may not offer for sale
any materials or perform any travel related services that we have not authorized
or  approved  (see Item 8). We have the right to change the types of  authorized
materials and travel related  services and there are no limits upon our right to
do so.

        We place no restrictions  upon who you sell your travel related services
to.

                                     Item 17
              RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
              -----------------------------------------------------

        THIS TABLE LISTS  CERTAIN  IMPORTANT  PROVISIONS  OF THE  FRANCHISE  AND
RELATED  AGREEMENTS  PERTAINING  TO RENEWAL,  TERMINATION,  TRANSFER AND DISPUTE
RESOLUTION.  YOU SHOULD READ THESE PROVISIONS IN THE AGREEMENTS ATTACHED TO THIS
OFFERING CIRCULAR.

<PAGE>
<TABLE>

                                     START-UP LICENSE AGREEMENT
                                     --------------------------
        <S>                              <C>                       <C>
        ================================ ========================= ===================================
                                           Article in Start-Up
                   Provision                License Agreement                   Summary
        -------------------------------- ------------------------- -----------------------------------
        a.     Term of the Franchise            Article II         15 years
        -------------------------------- ------------------------- -----------------------------------
        b.     Renewal or extension of          Article II         If you are in good standing, sign
               the term                                            the current form of License
                                                                   Agreement.
        -------------------------------- ------------------------- -----------------------------------
        c.     Requirements for you to          Article II         Remodel have been in substantial
               renew or extend                                     compliance with agreement.
        -------------------------------- ------------------------- -----------------------------------
        d.     Termination by you              Article XIV         The License Agreement does
                                                                   provide for this if we are in
                                                                   default and do not cure.
        -------------------------------- ------------------------- -----------------------------------
        e.     Termination by us                   None            None.
               without cause
        -------------------------------- ------------------------- -----------------------------------
        f.     Termination by us with          Article XIV         We can terminate only if you
               cause                                               commit any one of several listed
                                                                   violations.
        -------------------------------- ------------------------- -----------------------------------
        g.     "Cause"                         Article XIV         30 days for operations defaults,
               defined-defaults which                              30 days for monetary defaults.
               can be cured
        -------------------------------- ------------------------- -----------------------------------
        h.     "Cause"                         Article XIV         Conviction of a felony,
               defined-defaults which                              abandonment, unapproved
               cannot be cured                                     transfers, bankruptcy, assignment
                                                                   for benefit of creditors,
                                                                   repeated violations.
        -------------------------------- ------------------------- -----------------------------------
        i.     Your obligations on              Article XV         Pay outstanding amounts, de-
               termination/nonrenewal                              identification, return of
                                                                   confidential information and
                                                                   telephone numbers (see also
                                                                   below).
        -------------------------------- ------------------------- -----------------------------------
        j.     Assignment of contract          Article XVII        No restriction on our right to
               by us                                               assign.
        -------------------------------- ------------------------- -----------------------------------
        k.     "Transfer" by you -             Article XVII        Includes transfer of contract of
               definition                                          assets or any ownership change
        -------------------------------- ------------------------- -----------------------------------
        l.     Our approval of                 Article XVII        We have the right to approve all
               transfer by you                                     transfers, our consent not to be
                                                                   unreasonably withheld.
        -------------------------------- ------------------------- -----------------------------------
        m.     Conditions for our              Article XVII        Transferee qualifies, all amounts
               approval of transfer                                due are paid in full, transferee
                                                                   completes training, transfer fee
                                                                   paid, then current contract
                                                                   signed.
        -------------------------------- ------------------------- -----------------------------------
        n.     Our right of first              Article XVII        We can match any offer.
               refusal to acquire your
               business
        -------------------------------- ------------------------- -----------------------------------
        o.     Our option to purchase          Article XVII        We can buy the business on
               your business                                       termination or non-renewal for
                                                                   the formula price described in
                                                                   Article XXII.
        -------------------------------- ------------------------- -----------------------------------
        p.     Your death or disability        Article XVII        Franchise must be assigned to
                                                                   approved buyer within 12 months.
        -------------------------------- ------------------------- -----------------------------------
        q.     Non-competition                  Article XV         Can't divert business or operate
               covenants during the                                a competing business anywhere.
               term of the franchise
        -------------------------------- ------------------------- -----------------------------------
        r.     Non-competition                  Article XV         Covenant not to compete for one
               covenants after the                                 year within APR and 5 miles
               franchise is terminated                             beyond APR
               or expires
        -------------------------------- ------------------------- -----------------------------------
        s.     Modification of the             Article XXV         No modifications generally but
               agreement                                           Operations Manual subject to
                                                                   change.
        -------------------------------- ------------------------- -----------------------------------
        t.     Integration/merger              Article XXV         Only terms of franchise agreement
               clause                                              are binding (subject to state
                                                                   law).
        -------------------------------- ------------------------- -----------------------------------
        u.     Dispute resolution by           Article XXI         Except for certain claims, all
               arbitration or mediation                            disputes must be arbitrated in
                                                                   New Jersey (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        v.     Choice of forum                  Article XX         Arbitration in New Jersey
                                                                   (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        w.     Choice of law                   Article XXI         New Jersey law applies (subject
                                                                   to state law).
        ================================ ========================= ===================================
</TABLE>
<PAGE>
<TABLE>

                                        CONVERSION LICENSE AGREEMENT
                                        ----------------------------
        <S>                              <C>                       <C>
        ================================ ========================= ===================================
                                                Article in
                                                Conversion
                   Provision                License Agreement                   Summary
        -------------------------------- ------------------------- -----------------------------------
        a.     Term of the Franchise            Article II         3 years or 10 years depending on
                                                                   whether or not you have your
                                                                    appointments
        -------------------------------- ------------------------- -----------------------------------
        b.     Renewal or extension of          Article II         If you are in good standing, sign
               the term                                            the current form of License
                                                                   Agreement and pay the appropriate
                                                                   renewal fee
        -------------------------------- ------------------------- -----------------------------------
        c.     Requirements for you to          Article II         Remodel; have been in substantial
               renew or extend                                     compliance with agreement.
        -------------------------------- ------------------------- -----------------------------------
        d.     Termination by you              Article XII         The License Agreement does
                                                                   provide for this on the
                                                                   Anniversary Date of your
                                                                   Agreement after giving us 60 days
                                                                   notice of your intention to
                                                                   cancel.
        -------------------------------- ------------------------- -----------------------------------
        e.     Termination by us                   None            None.
               without cause
        -------------------------------- ------------------------- -----------------------------------
        f.     Termination by us with          Article XII         We can terminate only if you
               cause                                               commit any one of several listed
                                                                   violations.
        -------------------------------- ------------------------- -----------------------------------
        g.     "Cause"                         Article XII         30 days for operations defaults,
               defined-defaults which                              30 days for monetary defaults.
               can be cured
        -------------------------------- ------------------------- -----------------------------------
        h.     "Cause"                         Article XII         Conviction of a felony,
               defined-defaults which                              abandonment, unapproved
               cannot be cured                                     transfers, bankruptcy, assignment
                                                                   for benefit of creditors,
                                                                   repeated violations.
        -------------------------------- ------------------------- -----------------------------------
        i.     Your obligations on             Article XIII        Pay outstanding amounts, de-
               termination/nonrenewal                              identification, return of
                                                                   confidential information and
                                                                   telephone numbers (see also
                                                                   below).
        -------------------------------- ------------------------- -----------------------------------
        j.     Assignment of contract          Article XIV         No restriction on our right to
               by us                                               assign.
        -------------------------------- ------------------------- -----------------------------------
        k.     "Transfer" by you -             Article XIV         Includes transfer of contract of
               definition                                          assets or any ownership change
        -------------------------------- ------------------------- -----------------------------------
        l.     Our approval of                 Article XIV         We have the right to approve all
               transfer by you                                     transfers, our consent not to be
                                                                   unreasonably withheld.
        -------------------------------- ------------------------- -----------------------------------
        m.     Conditions for our              Article XIV         Transferee qualifies, all amounts
               approval of transfer                                due are paid in full, transferee
                                                                   completes training, transfer fee
                                                                   paid, then current contract
                                                                   signed.
        -------------------------------- ------------------------- -----------------------------------
        n.     Our right of first              Article XIV         We can match any offer.
               refusal to acquire your
               business
        -------------------------------- ------------------------- -----------------------------------
        o.     Our option to purchase          Article XIV         We have the right of first
               your business                                       refusal described in Article XIV.
        -------------------------------- ------------------------- -----------------------------------
        p.     Your death or disability         Article XV         Franchise must be assigned to
                                                                   approved buyer within 12 months.
        -------------------------------- ------------------------- -----------------------------------
        q.     Non-competition                     N/A             N/A
               covenants during the
               term of the franchise
        -------------------------------- ------------------------- -----------------------------------
        r.     Non-competition                     N/A             N/A
               covenants after the
               franchise is terminated
               or expires
        -------------------------------- ------------------------- -----------------------------------
        s.     Modification of the             Article XXII        No modifications generally but
               agreement                                           Operations Manual subject to
                                                                   change.
        -------------------------------- ------------------------- -----------------------------------
        t.     Integration/merger              Article XXII        Only terms of franchise agreement
               clause                                              are binding (subject to state
                                                                   law).
        -------------------------------- ------------------------- -----------------------------------
        u.     Dispute resolution by          Article XVIII        Except for certain claims, all
               arbitration or mediation                            disputes must be arbitrated in
                                                                   New Jersey (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        v.     Choice of forum                Article XVIII        Arbitration in New Jersey
                                                                   (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        w.     Choice of law                  Article XVIII        New Jersey law applies (subject
                                                                   to state law).
        ================================ ========================= ===================================
</TABLE>
<PAGE>
<TABLE>

                                     SOHO AGENCY LICENSE AGREEMENT
                                     -----------------------------
        <S>                              <C>                       <C>
        ================================ ========================= ===================================
                                          Article in SoHo Agency
                   Provision                License Agreement                   Summary
        -------------------------------- ------------------------- -----------------------------------
        a.     Term                             Article II         Initial term: 5 years; 3 year
                                                                   renewals.
        -------------------------------- ------------------------- -----------------------------------
        b.     Renewal or extension of          Article II         See "a" above.
               the term
        -------------------------------- ------------------------- -----------------------------------
        c.     Requirements for you to          Article II         Mutual consent of parties.
               renew or extend
        -------------------------------- ------------------------- -----------------------------------
        d.     Termination by you              Article VIII        You may cancel agreement on 60
                                                                   days notice.
        -------------------------------- ------------------------- -----------------------------------
        e.     Termination by us                   N/A             N/A
               without cause
        -------------------------------- ------------------------- -----------------------------------
        f.     Termination by us with          Article VIII        Breach of Agreement; failure to
               cause                                               pay.
        -------------------------------- ------------------------- -----------------------------------
        g.     "Cause"                         Article VIII        Same as "f" above.
               defined-defaults which
               can be cured
        -------------------------------- ------------------------- -----------------------------------
        h.     "Cause"                             N/A             N/A
               defined-defaults which
               cannot be cured
        -------------------------------- ------------------------- -----------------------------------
        i.     Your obligations on             Article VIII        Remove all signage.
               termination/nonrenewal
        -------------------------------- ------------------------- -----------------------------------
        j.     Assignment of contract           Article X          No restriction on our right to
               by us                                               assign.
        -------------------------------- ------------------------- -----------------------------------
        k.     "Transfer" by you -              Article X          Includes transfer of contract of
               definition                                          assets or any ownership change.
        -------------------------------- ------------------------- -----------------------------------
        l.     Our approval of                  Article X          We have the right to approve all
               transfer by you                                     transfers, our consent not to be
                                                                   unreasonably withheld.
        -------------------------------- ------------------------- -----------------------------------
        m.     Conditions for our               Article X          Transferee qualifies, all amounts
               approval of transfer                                due are paid in full, transferee
                                                                   completes training, transfer fee
                                                                   paid, then current contract
                                                                   signed.
        -------------------------------- ------------------------- -----------------------------------
        n.     Our right of first               Article X          We can match any offer.
               refusal to acquire your
               business
        -------------------------------- ------------------------- -----------------------------------
        o.     Our option to purchase              N/A             N/A
               your business
        -------------------------------- ------------------------- -----------------------------------
        p.     Your death or disability            N/A             N/A
        -------------------------------- ------------------------- -----------------------------------
        q.     Non-competition                     N/A             N/A
               covenants during the
               term of the franchise
        -------------------------------- ------------------------- -----------------------------------
        r.     Non-competition                     N/A             N/A
               covenants after the
               franchise is terminated
               or expires
        -------------------------------- ------------------------- -----------------------------------
        s.     Modification of the             Article XII         No modifications unless in
               agreement                                           writing.
        -------------------------------- ------------------------- -----------------------------------
        t.     Integration/merger               Article IX         Only terms of agreement are
               clause                                              binding (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        u.     Dispute resolution by            Article XI         Arbitration in Bergen County, New
               arbitration or mediation                            Jersey
        -------------------------------- ------------------------- -----------------------------------
        v.     Choice of forum                  Article IX         New Jersey (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        w.     Choice of law                    Article IX         New Jersey law applies (subject
                                                                   to state law).
        ================================ ========================= ===================================
</TABLE>
<PAGE>
<TABLE>

                                       POWER PARTNERS LICENSE AGREEMENT
                                       --------------------------------
        <S>                              <C>                       <C>
        ================================ ========================= ===================================
                                             Article in Power
                   Provision                 Partners License                   Summary
                                                Agreement
        -------------------------------- ------------------------- -----------------------------------
        a.     Term                             Article II         Five year term.
        -------------------------------- ------------------------- -----------------------------------
        b.     Renewal or extension of          Article II         Five year renewals.
               the term
        -------------------------------- ------------------------- -----------------------------------
        c.     Requirements for you to          Article II         Automatic renewal, unless we
               renew or extend                                     notify you of our desire not to
                                                                   renew.
        -------------------------------- ------------------------- -----------------------------------
        d.     Termination by you               Article V          You may cancel agreement on 90
                                                                   days' notice.
        -------------------------------- ------------------------- -----------------------------------
        e.     Termination by us                Article V          We may cancel agreement on 90
               without cause                                       days' notice.
        -------------------------------- ------------------------- -----------------------------------
        f.     Termination by us with           Article V          We can terminate the agreement
               cause                                               upon occurrence of certain events.
        -------------------------------- ------------------------- -----------------------------------
        g.     "Cause"                          Article V          Breach of agreement; any act of
               defined-defaults which                              fraud or misrepresentation.
               can be cured
        -------------------------------- ------------------------- -----------------------------------
        h.     "Cause"                             N/A             N/A
               defined-defaults which
               cannot be cured
        -------------------------------- ------------------------- -----------------------------------
        i.     Your obligations on          Articles IV and V      Discontinue using Proprietary
               termination/non-renewal                             marks; destroy all promotional
                                                                   and print materials; no longer
                                                                   conduct business under name
                                                                   "Power Partner".
        -------------------------------- ------------------------- -----------------------------------
        j.     Assignment of contract              N/A             N/A
               by us
        -------------------------------- ------------------------- -----------------------------------
        k.     "Transfer" by you -                 N/A             N/A
               definition
        -------------------------------- ------------------------- -----------------------------------
        l.     Our approval of                     N/A             N/A
               transfer by you
        -------------------------------- ------------------------- -----------------------------------
        m.     Conditions for our                  N/A             N/A
               approval of transfer
        -------------------------------- ------------------------- -----------------------------------
        n.     Our right of first                  N/A             N/A
               refusal to acquire your
               business
        -------------------------------- ------------------------- -----------------------------------
        o.     Our option to purchase              N/A             N/A
               your business
        -------------------------------- ------------------------- -----------------------------------
        p.     Your death or disability            N/A             N/A
        -------------------------------- ------------------------- -----------------------------------
        q.     Non-competition                     N/A             N/A
               covenants during the
               term of the franchise
        -------------------------------- ------------------------- -----------------------------------
        r.     Non-competition                     N/A             N/A
               covenants after the
               franchise is terminated
               or expires
        -------------------------------- ------------------------- -----------------------------------
        s.     Modification of the             Article VIII        No modifications unless in
               agreement                                           writing.
        -------------------------------- ------------------------- -----------------------------------
        t.     Integration/merger              Article VIII        Only terms of agreement are
               clause                                              binding (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        u.     Dispute resolution by           Article VII         Arbitration in Bergen County, New
               arbitration or mediation                            Jersey
        -------------------------------- ------------------------- -----------------------------------
        v.     Choice of forum                 Article VII         New Jersey (subject to state law).
        -------------------------------- ------------------------- -----------------------------------
        w.     Choice of law                    Article VI         New Jersey law applies (subject
                                                                   to state law).
        ================================ ========================= ===================================
</TABLE>
<PAGE>

        Note: The provision in any of the License  Agreements which provides for
termination  upon your  bankruptcy  may not be  enforceable  under  federal  law
(U.S.C. Section 101 et seq.).

        These states have statutes which may supersede your License Agreement in
your  relationship  with the franchisor,  including the areas of termination and
renewal of your franchise:  ARKANSAS [Stat. Section 70-807],  CALIFORNIA [Bus. &
Prof. Code Sections  20000-20043],  CONNECTICUT  [Gen. Stat.  Section 42-133e et
seq.],  DELAWARE [Code Sections 2551-2556],  HAWAII [Rev. Stat. Section 482E-1],

ILLINOIS  [ILCS,  Ch.  815,  Sections  705/19-705/20],  INDIANA  [Stat.  Section
23-2-2.7],  IOWA  [Code  Sections   523H.1-523H.17],   MICHIGAN  [Stat.  Section
19.854(27)],   MINNESOTA  [Stat.  Section  80C.14],  MISSISSIPPI  [Code  Section
75-24-51],  MISSOURI  [Stat.  Section  407.400],  NEBRASKA [Rev.  Stat.  Section
87-401],  NEW JERSEY  [Stat.  Section  56:10-11],  SOUTH DAKOTA  [Codified  Laws
Section  37-5A-51],  VIRGINIA  [Code  13.1-557-574-13.1-564],  WASHINGTON  [Code
Section 19.100.180],  WISCONSIN [Stat.  Section 135.03].  These and other states
may have court  decisions  which may  supersede  the License  Agreements in your
relationship with the franchisor, including the areas of termination and renewal
of your franchise.

        See  Exhibit 2, State  Specific  Addendum,  for laws that may pertain to
your state.

                                     Item 18
                                 PUBLIC FIGURES
                                 --------------

        We do not use any public figures to promote our franchise.

                                     Item 19
                                 EARNINGS CLAIMS
                                 ---------------

        WE DO NOT FURNISH OR AUTHORIZE OUR  SALESPERSONS  TO FURNISH ANY ORAL OR
WRITTEN  INFORMATION  CONCERNING THE ACTUAL OR POTENTIAL SALES, COSTS, INCOME OR
PROFITS OF AN AGENCY.  ACTUAL  RESULTS MAY VARY FROM UNIT TO UNIT, AND WE CANNOT
ESTIMATE THE RESULTS OF ANY PARTICULAR FRANCHISE.









                   {Balance of page inentionally left blank.]

<PAGE>
<TABLE>
                                              Item 20
                                ALL FRANCHISED LOCATION STATUS SUMMARY
                                --------------------------------------
                                       FOR YEARS 1997/1998/1999
<S>                <C>         <C>           <C>       <C>          <C>         <C>           <C>
================== =========== ============= ========= ============ =========== ============= ===============
                                 Canceled              Reacquired    Left the    Total from     Franchises
                                    or         Not         by        System/        Left        Operating
      State        Transfers    Terminated   Renewed   Franchisor     Other     Columns (1)    At Year End
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Alabama         0/0/0        0/0/0       0/0/0       0/0/0       1/0/0        1/0/0          1/4/4
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Arizona         1/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0         9/11/11
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Arkansas         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          0/0/0
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   California        0/0/0        0/0/0       0/0/0       0/0/0       1/1/0        1/1/0         19/18/19
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   Connecticut       0/0/0        0/0/0       0/0/0       0/0/0       1/0/0        1/0/0          2/2/2
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Colorado         0/0/0        1/0/0       0/0/0       0/0/0       0/0/0        1/0/0         11/12/12
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   District of       0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          2/2/2
    Columbia
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Florida         0/0/0        0/0/0       0/0/0       0/0/0       1/1/0        1/1/0         19/24/24
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Georgia          0/0/         0/0/        0/0/       0/0/         1/2/         1/2/          2/20/7
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Illinois         0/0/0        0/1/0       0/0/0       0/0/0       0/1/0        0/1/0          7/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Indiana         0/0/0        0/0/0       0/0/0       0/0/0       0/3/0        0/3/0          10/4/4
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Kansas          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          2/2/2
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Louisiana        0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0         5/10/10
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Maine          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Maryland         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          7/7/7
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
  Massachusetts      0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          5/5/5
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Michigan         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          2/4/4
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Minnesota        0/0/0        0/0/0       0/0/0       0/0/0       1/2/0        1/2/0          12/9/9
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   Mississippi       0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/5/5
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Missouri         0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
  New Hampshire      0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   New Jersey        0/0/0        0/0/0       0/1/0       0/0/0       5/1/0        5/2/0         30/31/31
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   New Mexico        0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          4/5/5
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    New York          0/0/         0/0/        0/1/       0/0/         4/0/         4/1/         64/19/18
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Nevada          0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/1/0          2/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
 North Carolina      0/0/0        0/1/0       0/0/0       0/0/0       0/0/0        0/1/0          6/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Ohio           0/0/0        0/0/0       0/0/0       0/0/0       1/1/0        1/1/0          7/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Oklahoma         0/0/0        0/0/0       0/0/0       0/0/0       1/0/0        1/0/0          5/5/5
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Oregon          0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/1/0          2/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
  Pennsylvania       0/0/0        0/0/0       0/0/0       0/0/0       1/0/0        1/0/0         11/10/10
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   Puerto Rico       0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0         34/34/34
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
 South Carolina      0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/1/0          7/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Tennessee        0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Texas          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0         8/10/10
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Utah           0/0/0        0/0/0       0/0/0       0/0/0       1/0/0        1/0/0          0/0/0
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Vermont         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Virginia         0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/1/0         18/11/16
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
   Washington         0/0/         0/0/        0/0/       0/0/         0/1/         0/1/          3/2/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
  West Virginia      0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/5/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Wisconsin        0/0/0        0/0/0       0/0/0       0/0/0       0/1/0        0/1/0          7/6/6
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Argentina        0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          4/4/4
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Canada          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          4/3/3
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
 Czech Republic      0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Italy          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/3/3
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Malaysia         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/3/3
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Mexico          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          6/1/21
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    Mongolia         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Romania         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          3/5/5
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
    St. Lucia        0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          1/1/1
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Bahamas         0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0          0/2/2
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
      Spain          0/0/0        0/0/0       0/0/0       0/0/0       0/0/0        0/0/0         0/22/22
------------------ ----------- ------------- --------- ------------ ----------- ------------- ---------------
     Totals           1/0/         1/2/        0/2         0/0        19/19        20/21       362/359/371
================== =========== ============= ========= ============ =========== ============= ===============
</TABLE>
<PAGE>
<TABLE>
                                          PROJECTED OPENINGS
                                          ------------------
                                        AS OF DECEMBER 31, 2000
        <S>                  <C>                      <C>                      <C>
        ==================== ======================== ======================== =======================
                               LICENSE AGREEMENTS       PROJECTED FRANCHISED   PROJECTED COMPANY OWNED
                               SIGNED BUT LOCATION      NEW LOCATIONS IN THE      OPENINGS IN NEXT
             STATE                 NOT OPENED             NEXT FISCAL YEAR          FISCAL YEARS
        -------------------- ------------------------ ------------------------ -----------------------
              Alabama                   1                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Arkansas                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Arizona                   1                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
            California                  0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Colorado                   1                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
            Connecticut                 0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Delaware                   0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
               D.C.                     0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Florida                   3                        3                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Georgia                   1                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Illinois                   0                        3                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Indiana                   0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Kansas                    0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Kentucky                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Maryland                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
           Massachusetts                0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Michigan                   0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Minnesota                  0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
            Mississippi                 2                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Missouri                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
           New Hampshire                0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
            New Jersey                  1                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
            New Mexico                  2                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             New York                   0                        3                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Nevada                    0                        0                       0
        -------------------- ------------------------ ------------------------ -----------------------
          North Carolina                0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
               Ohio                     0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Oklahoma                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Oregon                    0                        0                       0
        -------------------- ------------------------ ------------------------ -----------------------
           Pennsylvania                 1                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
          South Carolina                0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Tennessee                  1                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
               Texas                    0                        3                       0
        -------------------- ------------------------ ------------------------ -----------------------
               Utah                     0                        0                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Virginia                   0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Vermont                   0                        0                       0
        -------------------- ------------------------ ------------------------ -----------------------
            Washington                  0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
           West Virginia                0                        2                       0
        -------------------- ------------------------ ------------------------ -----------------------
             Wisconsin                  0                        1                       0
        -------------------- ------------------------ ------------------------ -----------------------
              Totals                   13                       61                       0
        ==================== ======================== ======================== =======================
</TABLE>
<PAGE>
<TABLE>

                                    STATUS OF COMPANY OWNED
                                    -----------------------
                              LOCATIONS FOR YEARS 1997/1998/1999
        <S>                     <C>                     <C>                     <C>
        ======================= ======================= ======================= ======================
                                                                                   TOTAL LOCATIONS
                                   LOCATIONS CLOSED         LOCATIONS OPEN          OPERATING AT
                STATE                DURING YEAR             DURING YEAR              YEAR END
        ----------------------- ----------------------- ----------------------- ----------------------
                 N/A                    0/0/0                   0/0/0                   0/0/0
        ----------------------- ----------------------- ----------------------- ----------------------
                Totals                  0/0/0                   0/0/0                   0/0/0
        ======================= ======================= ======================= ======================
</TABLE>

        Note:  We do not own or operate any agencies.

     A list of the names of all  franchisees  and the addresses  and  telephones
numbers of their  locations are provided in Exhibit 8 to this Offering  Circular
when applicable.

                                     Item 21
                              FINANCIAL STATEMENTS
                              --------------------

     Attached to this Offering  Circular as Exhibit 11 are our audited financial
statements  for calendar years ending  December 31, 1997,  December 31, 1998 and
December 31, 1999.

                                     Item 22
                                    CONTRACTS
                                    ---------

     The  following  agreements  are  attached  as  exhibits  to  this  Offering
Circular:

              Start-Up  License  Agreement  --  Exhibit  3
              Conversion   License Agreement -- Exhibit 4
              SoHo Agency License  Agreement -- Exhibit 5
              Power Partners License Agreement -- Exhibit 6

                                     Item 23
                                     RECEIPT
                                     -------

     Attached to the end of this document are two  acknowledgments  of receipts,
both of  which  you  must  sign,  one  which  you  keep  and one  which we keep,
acknowledging   receipt  of  this  Offering   Circular  by  you,  together  with
accompanying documents.





                  [Balance of page intentionally left blank.]


<PAGE>


                                    EXHIBIT 1
                                    ---------

                          LIST OF STATE AGENCIES/AGENTS
                             FOR SERVICE OF PROCESS
                             ----------------------

     Listed here are the names,  addresses  and  telephone  numbers of the state
agencies having responsibility for franchising  disclosure/registration laws and
of our agents for service of process in the various states.

CALIFORNIA                          MARYLAND

Department of Corporations          Office of the Attorney General
Suite 600                           Securities Division
3700 Wilshire Blvd.                 200 St. Paul Place, 20th Floor
Los Angeles, CA  90010              Baltimore, Maryland  21202-2020
(213) 738-2741                      (410) 576-7044

Agent:  California Commissioner     Agent:  Maryland Securities Commissioner
        of Corporations                     200 St. Paul Place, 20th Floor
                                            Baltimore, Maryland 21202-2020

HAWAII                              MICHIGAN

Securities Examiner                 Consumer Protection Division
1010 Richards Street                Antitrust and Franchise Unit
Honolulu, Hawaii  96813             Michigan Department of Attorney General
(808) 548-2021                      670 Law Building
                                    Lansing, Michigan  48913
                                    (517) 373-7177

Agent:  Director of Hawaii          Agent:  Michigan Department of Commerce
        Department of Commerce and          Corporations and Securities Bureau
        Consumer Affairs

ILLINOIS                            MINNESOTA

Franchise Division                  Minnesota Department of Commerce
Office of Attorney General          133 East Seventh Street
500 South Second Street             St. Paul, Minnesota  55101
Springfield, Illinois  62706        (612) 296-6328
(217) 782-4465

Agent:  Illinois Attorney General   Agent:  Minnesota Commissioner of Commerce

INDIANA                             NEBRASKA

Franchise Section                   Nebraska Department of
Indiana Securities Division         Banking and Finance
Secretary of State                  1200 N Street
Room E-111                          P.O. Box 95006
302 West Washington Street          Lincoln, Nebraska  68509-5006
Indianapolis, Indiana  46204
(317) 232-6681

Agent: Administrative Office of the
       Secretary of State
       201 State House
       Indianapolis, IN 46204

<PAGE>

NEW YORK                            SOUTH DAKOTA

Bureau of Investor Protection and   Division of Securities
Securities New York State           c/o 118 West Capitol
Department of Law                   Pierre, South Dakota  57501
23rd Floor                          (605) 773-4013
120 Broadway
New York, New York  10271
(212) 416-8211

Agent:  New York Secretary of       Agent:  Director of South Dakota Division
        State                               Securities

NORTH DAKOTA                        TEXAS

Office of Securities Commissioner   Secretary of State
Fifth Floor                         P.O. Box 12887
600 East Boulevard                  Austin, Texas  78711
Bismarck, North Dakota  58505
(701) 224-4712

Agent:  North Dakota Securities
        Commissioner

OREGON                              VIRGINIA

Department of Insurance and         State Corporation Commission
Finance Corporate Securities        Ninth Floor
Section Labor and Industries        1300 East Main Street
Building                            Richmond, Virginia  23219
Salem, Oregon  97310                (804) 371-9051
(503) 378-4387

Agent:  Director of Oregon          Agent:  Clerk of the State Corporation
        Departmentof Insurance              Commission
        and Finance

RHODE ISLAND                        WASHINGTON

Division of Securities              Director
Suite 232                           Department of Financial Institutions
233 Richmond Street                 Securities Division
Providence, Rhode Island  02903     P.O. Box 9033
(401) 222-3048                      Olympia, Washington  98507
                                    (360) 902-8760

Agent:  Director of Rhode Island    Agent: Securities Administrator,
        Department of Business             Director of Department of Financial
        Regulation                         Institutions

WISCONSIN

Securities and Franchise
Registration Wisconsin Securities
Commission
P.O. Box 1768
Madison, Wisconsin  53703
(608) 266-8559

Agent:  Wisconsin Commissioner
        of Securities


<PAGE>


                                    EXHIBIT 2
                                    ---------

          ADDENDUM TO THE ETRAVNET.COM, INC. OFFERING CIRCULAR REQUIRED
                BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK
                -------------------------------------------------

     The  following  Items are  required  to be  included  within  the  Offering
Circular and shall be deemed to supersede the language in the Offering  Circular
itself:

3.   LITIGATION

     Neither the Franchisor,  its Predecessor nor any person listed under Item 2
or an affiliate offering franchises under Franchisor's principal trademark:

     (A)  has an  administrative,  criminal or civil action pending against that
          person alleging:  a felony,  a violation of a franchise,  antitrust or
          securities   law;   fraud,   embezzlement,    fraudulent   conversion,
          misappropriation  of  property;   unfair  or  deceptive  practices  or
          comparable civil or misdemeanor allegations.

     (B)  has been convicted of a felony or pleaded nolo  contendere to a felony
          charge  or,  within  the ten year  period  immediately  preceding  the
          application  for  registration,  has been convicted of or pleaded nolo
          contendere to a misdemeanor  charge or has been the subject of a civil
          action  alleging:  violation of a franchise,  anti-fraud or securities
          law; fraud, embezzlement, fraudulent conversion or misappropriation of
          property, or unfair or deceptive practices or comparable allegations.

     (C)  is subject to a currently effective injunctive or restrictive order or
          decree  relating  to the  franchise,  or  under a  Federal,  State  or
          Canadian franchise,  securities,  antitrust, trade regulation or trade
          practice  law,  resulting  from  a  concluded  or  pending  action  or
          proceeding  brought by a public agency; or is subject to any currently
          effective  order of any national  securities  association  or national
          securities exchange,  as defined in the Securities and Exchange Act of
          1934,  suspending  or expelling  such person from  membership  in such
          association  or  exchange;  or is  subject  to a  currently  effective
          injunctive  or  restrictive  order  relating  to  any  other  business
          activity  as a result  of an  action  brought  by a public  agency  or
          department, including, without limitation, actions affecting a license
          as a real estate broker or sales agent.

4.   BANKRUPTCY

     Neither the  Franchisor,  its  affiliate,  its  predecessor,  officers,  or
general  partner during the ten year period  immediately  before the date of the
offering  circular:  (a) filed as debtor (or had filed against it) a petition to
start an action under the U.S.  Bankruptcy Code; (b) obtained a discharge of its
debts under the bankruptcy code; or (c) was a principal  officer of a company or
a general  partner in a partnership  that either filed as a debtor (or had filed
against it) a petition to start an action under the U.S. Bankruptcy Code or that
obtained a  discharge  of its debts  under the U.S.  Bankruptcy  Code  during or
within one year after the officer or general partner of the Franchisor held this
position in the company or partnership.



<PAGE>


                                    EXHIBIT 2
                                    ---------

              ADDENDUM TO THE ETRAVNET.COM, INC. OFFERING CIRCULAR
                     WASHINGTON FRANCHISE AGREEMENT ADDENDUM
                     ---------------------------------------


     The State of Washington has a statute,  RCW 19.100.180  which may supersede
the franchise  agreement in your relationship with the franchisor  including the
area of  termination  and  renewal  of your  franchise.  There may also be court
decisions which may supersede the franchise  agreement in your relationship with
the franchisor including the areas of termination and renewal of your franchise.

     In any  arbitration  involving  a franchise  purchased  in  Washington  the
arbitration  site  shall be  either in the  state of  Washington,  or in a place
mutually  agreed upon at the time of the  arbitration  or as  determined  by the
arbitrator.

     In the  event of a  conflict  of laws,  the  provisions  of the  Washington
franchise Investment Protection act, Chapter 19.100RCW shall prevail.

     A release or waiver of rights  executed by a  franchisee  shall not include
rights under the  Washington  Franchise  Investment  Protection  Act except when
executed  pursuant to a negotiated  settlement  after the agreement is in effect
and where the parties are represented by independent counsel. Provisions such as
those which unreasonably restrict or limit the statute of limitations period for
claims under the Act rights or remedies  under the Act such as a right to a jury
trial may not be enforceable.

     Transfer  fees  are  collectable  to  the  extent  that  they  reflect  the
franchisor's reasonable estimate or actual costs in effecting a transfer.

     The undersigned does hereby acknowledge receipt of this addendum.

Dated this ______ day of __________, ____.



-------------------------           -------------------------
Franchisor Name                     Prospective Franchisee



This addendum may also be used as a rider to the offering circular.





<PAGE>


                                    EXHIBIT 2
                                    ---------

                               CALIFORNIA APPENDIX
                               -------------------

1.   California  Business and  Professions  Code  Sections  20000  through 20043
     provide rights to you concerning termination or non-renewal of a franchise.
     If the Franchise  Agreement  contain  provisions that are inconsistent with
     the law, the law will control.

2.   The Franchise  Agreement  provides for termination  upon  bankruptcy.  This
     provision may not be enforceable under Federal  Bankruptcy Law (11 U.S.C.A.
     Sec. 101 et seq.).

3.   The  Franchise  Agreement  contains  covenants  not to compete which extend
     beyond the  termination  of the  agreements.  These  provisions  may not be
     enforceable under California law.

4.   Section 31125 of the California Corporation Code requires the franchisor to
     provide  you with a  disclosure  document  before  asking you to agree to a
     material modification of an existing franchise.

5.   Neither the  franchisor,  any person or  franchise  broker in Item 2 of the
     UFOC is subject to any currently effective order of any national securities
     association or national securities  exchange,  as defined in the Securities
     Exchange Act of 1934, 15 U.S.C.A. 79a et seq., suspending or expelling such
     persons from membership in such association or exchange.

6.   The Franchise Agreement requires binding arbitration.  The arbitration will
     occur in New  Jersey  with  the  costs  being  borne  by each  party.  This
     provision may not be enforceable under California law.

7.   The Franchise  Agreement  requires  application  of the laws of New Jersey.
     This provision may not be enforceable under California law.

8.   You must sign a general  release if you renew or transfer  your  franchise.
     California  Corporation  Code 31512 voids a waiver of your rights under the
     Franchise  Investment  Law  (California  Corporations  Code  31000  through
     31516).  Business and Professions  Code 20010 voids a waiver of your rights
     under the Franchise  Relations Act  (Business  and  Professions  Code 20000
     through 20043).

9.   THE  CALIFORNIA  FRANCHISE  INVESTMENT  LAW  REQUIRES  THAT A  COPY  OF ALL
     PROPOSED  AGREEMENTS  RELATING TO THE SALE OF THE  FRANCHISE  BE  DELIVERED
     TOGETHER WITH THE OFFERING CIRCULAR.


<PAGE>


                                    EXHIBIT 2
                                    ---------

              ADDENDUM TO THE ETRAVNET.COM, INC. OFFERING CIRCULAR
            AND FRANCHISE AGREEMENT REQUIRED BY THE STATE OF ILLINOIS
            ---------------------------------------------------------

A.   The  franchise  and other  Agreements  require the  Franchisee to arbitrate
     Agreements against the Franchisor in the State of Illinois

B.   The  franchise  and other  Agreements  state that  Illinois law governs the
     Agreement.

C.   Section 4 of the Illinois Disclosure Act applies to the franchise.


Conversion License Agreement:
-----------------------------

A.   Section 21.1 is hereby deleted.

B.   The second sentence of Section 21.3 is hereby deleted.

C.   Section 4 of the  Illinois  Franchise  Disclosure  Act  dictates  that "any
     provision in the franchise agreement which designates jurisdiction or venue
     in a forum  outside  of this  State is void  with  respect  to any cause of
     action  which  otherwise  is  enforceable  in this State,  provided  that a
     franchise  agreement may provide for arbitration in a forum outside of this
     State."

SoHo Agency License Agreement:
------------------------------

A.   Pursuant to Sections 19 and 20 of the Illinois  Franchise  Disclosure  Act,
     opportunity to cure  (generally 30 days) and notice of default are required
     in most instances prior to termination and  non-renewal.  Therefore,  these
     sections are amended to provide such 30 day notices.

Start-Up License Agreements:
----------------------------

A.   Section 8.2 is hereby deleted.

B.   Section 24.1 is hereby deleted.

C.   The second sentence in Section 24.3 is hereby deleted.

DATED:

                     ETRAVNET.COM, INC.


                     By:_________________________________


                     ____________________________________
                     FRANCHISEE


<PAGE>


                                    EXHIBIT 2
                                    ---------

              STATE ADDENDUM TO THE ETRAVNET.COM, INC. OFFERING CIRCULAR
                   AND LICENSE AGREEMENTS FOR THE STATE OF MARYLAND
                   ------------------------------------------------

This will serve as the State  Addendum for  ETRAVNET.COM,  INC. for the State of
Maryland for ETRAVNET.COM,  INC.'s Uniform  Franchise  Offering Circular and for
its License Agreements.

1.   The  provision  contained  in  the  termination  sections  of  the  License
     Agreements may not be enforceable  under federal  bankruptcy law (11 U.S.C.
     Section 101 et seq.).

2.   Item 6 of the Offering Circular shall be amended to state that a franchisee
     may obtain an accounting of the advertising  fund as required by Regulation
     02.02.10.12(B)(1)(k),   by  requesting   same  in  a  written   request  to
     Franchisor.

3.   Pursuant to COMAR  02.02.08.16L,  Item 17 of the Offering Circular shall be
     amended at the sections  dealing  with the issuance of general  releases to
     the effect that the  general  release  required  as a condition  of renewal
     and/or  assignment/transfer  are not  intended  to nor shall  they act as a
     release,  estoppel or waiver of any liability under the Maryland  Franchise
     Registration  and Disclosure Law. The  appropriate  sections of the License
     Agreements are hereby deemed to be amended accordingly.

4.   Section 14-226 of the Maryland  Franchise  Registration  and Disclosure Law
     prohibits a franchisor from requiring a prospective franchisee to assent to
     any release, estoppel or waiver of liability as a condition of purchasing a
     franchise. Any disclaimer regarding the occurrence and/or acknowledgment of
     the  non-occurrence  of acts  that  would  constitute  a  violation  of the
     Franchise  Law in order to purchase the  franchise  are not intended to nor
     shall they act as a release,  estoppel or waiver of any liability  incurred
     under the Maryland Franchise Registration and Disclosure Law.

5.   Item 17 of the Offering Circular and the appropriate section of the License
     Agreements  are amended to state that any claims arising under the Maryland
     Franchise  Registration  and  Disclosure Law must be brought within 3 years
     after the grant of the franchise.

6.   Item 17 of the  Offering  Circular  is  hereby  amended  to state  that the
     License Agreements require binding arbitration, the site of which is in the
     County of Bergen,  New Jersey,  the costs of which are borne by the parties
     equally and any issues not decided by arbitration may be brought in a court
     of competent  jurisdiction.  The law of the State of New Jersey governs the
     arbitration.  However,  pursuant to Section  14-216(c)(25)  of the Maryland
     Franchise  Registration  and  Disclosure  Law, a franchisee is permitted to
     enter  into  litigation  with the  Franchisor  in the  State  of  Maryland,
     notwithstanding the language in the License Agreements.

7.   The License Agreements are hereby amended to state that any representations
     which require a prospective  franchisee to assent to any release,  estoppel
     or waiver of  liability as a condition  of  purchasing a franchise  are not
     intended  to nor shall  they act as a  release,  estoppel  or waiver of any
     liability incurred under the Maryland Franchise Registration and Disclosure
     Law.

8.   The  registered  agent  authorized  to receive  process in  Maryland is the
     Maryland  Securities   Commissioner,   200  St.  Paul  Place,  20th  Floor,
     Baltimore, Maryland 21202.

The undersigned do hereby acknowledge receipt of this addendum.

Dated this         day of                                ,        .
           -------        -------------------------------  -------

                                     ETRAVNET.COM, INC.

                                     By:

                                     ______________________________
                                     Franchisee


<PAGE>


                                    EXHIBIT 2
                                    ---------

                ADDENDUM TO ETRAVNET.COM, INC. OFFERING CIRCULAR
                AND LICENSE AGREEMENTS FOR THE STATE OF MINNESOTA
                -------------------------------------------------

This   addendum  to  the  Offering   Circular  and  License   Agreements   dated
______________  is  agreed  to this ___ day of  _____________,  and  effectively
amends and revises said Offering Circular as follows:

1.   Item 13 of the Offering  Circular,  Article  XXVI of the  Start-up  License
     Agreement, Article XXII of the Conversion License Agreement and Article XII
     of the  Etravnet  License  Agreement  are  amended by the  addition  of the
     following language to the original language that appears therein:

     "In accordance with Minnesota law (Minn.  Stat. Sec. 80c.12,  Subd.  1(g)),
     Franchisor shall protect Franchisee's right to use the trademarks,  service
     marks,  trade names,  logotypes or other  commercial  symbols  and/or shall
     indemnify  Franchisee from any loss,  costs or expenses  arising out of any
     claim, suit or demand regarding such use."

2.   Item 17 of the  Offering  Circular,  Article  XIV of the  Start-up  License
     Agreement, Article XII of the Conversion License Agreement and Article VIII
     of the  Etravnet  License  Agreement  are  amended by the  addition  of the
     following language to the original language that appears therein:

     "Minnesota  law  provides   franchisees   with  certain   termination   and
     non-renewal rights.  Minnesota Stat. Sec. 80c.14,  Subd.3, 4 and 5 require,
     except in certain specified cases, that a franchisee be give 90 days notice
     of termination  (with 60 days to cure) and 180 days notice for  non-renewal
     of the License Agreement."

3.   Article  XX  of  the  Start-up  License  Agreement,  Article  XVII  of  the
     Conversion  License  Agreement  and  Article  IX of  the  Etravnet  License
     Agreement  are  amended by the  addition of the  following  language to the
     original language that appears therein:

     "Pursuant to Minnesota Stat. Sec. 80c.21, this section shall not in any way
     abrogate  or  reduce  any  rights  of the  Franchisee  as  provided  for in
     Minnesota  Statutes  Chapter 80c,  including the right to submit matters to
     the jurisdiction of the courts of Minnesota."

4.   Minn. Rule 2860.4400J prohibits waiver of a jury trial.

5.   Item 17 of the Offering  Circular,  Article  XVII of the  Start-up  License
     Agreement and Article XIV of the  Conversion  License  Agreement are hereby
     modified to state that  pursuant to Minn.  Rule  2860.4400D,  a  franchisor
     cannot require a franchisee to assent to a general release.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this
Addendum, understands and consents to be bound by all of it terms, and agrees it
should become effective as of the date specified above.

                                  ETRAVNET.COM, INC.
Attest:

By:_________________________      By:_________________________________________
                                  Title:______________________________________
                                  Date:_______________________________________

                                  FRANCHISEE
Attest:

By:_________________________      By:_________________________________________
                                  Title:______________________________________
                                  Date:_______________________________________



<PAGE>


                                    EXHIBIT 2
                                    ---------

                   ADDENDUM TO THE ETRAVNET.COM, INC. UNIFORM
                    OFFERING CIRCULAR AND LICENSE AGREEMENTS
                          PURSUANT TO THE INDIANA CODE
                          ----------------------------


1.   To be added to Item 3 of the UFOC document, is the following statement:

     There are presently no arbitration proceedings to which the Franchisor is a
     party.

2.   Item 17 of the UFOC amended to reflect the  requirement  under Indiana Code
     23-2-2.7-1 (9), which states that any post term  non-compete  covenant must
     not extend beyond the franchisee's exclusive territory.

3.   Item 17 is amended to state that this  subject to Indiana  Code  23-2-2.7-1
     (10).

4.     Under Indiana Code  23-2-2.7-1  (10),  jurisdiction  and venue must be in
       Indiana if franchisee so requests. This amends Article XX of the Start-up
       License  Agreement,  Article XVII of the Conversion License Agreement and
       Article IX of the Etravnet License Agreement.

5.   Under Indiana Code 23-2-2.7-1  (10),  franchisee may not agree to waive any
     claims  or  rights.  This  amends  Article  XVII  of the  Start-up  License
     Agreement and Article XIV of the Conversion License Agreement.





                                   Franchisee


                                   ETRAVNET.COM, INC.


                                   By:______________________________


Dated:


<PAGE>


                                    EXHIBIT 2
                                    ---------

                       ADDENDUM TO THE ETRAVNET.COM, INC.
                 OFFERING CIRCULAR REQUIRED BY THE DEPARTMENT OF
                BUSINESS REGULATION FOR THE STATE OF RHODE ISLAND
                -------------------------------------------------


The following  amends Item 17 and is required to be included within the Offering
Circular and shall be deemed to supersede the language in the Offering  Circular
itself:

     Section  19-28.1-14 of the Rhode Island  Franchise  Investment Act provides
     that:

          "A  provision in a franchise  agreement  restricting  jurisdiction  or
          venue to a forum outside of this state or requiring the application of
          the laws of another  state is void with  respect to a claim  otherwise
          enforceable under this Act."


<PAGE>

                                    EXHIBIT 3

                               ETRAVNET.COM, INC.

                           START-UP LICENSE AGREEMENT
                           --------------------------



<PAGE>



                                TABLE OF CONTENTS

ARTICLE I
APPOINTMENT AND FEE............................................................1

ARTICLE II
DURATION AND RENEWAL...........................................................3

ARTICLE III
SERVICE FEES...................................................................3

ARTICLE IV
PROPRIETARY MARKS AND GOODWILL.................................................5

ARTICLE V
CONFIDENTIAL MANUALS...........................................................6

ARTICLE VI
SERVICES OF LICENSOR...........................................................7

ARTICLE VII
DUTIES OF LICENSEE.............................................................8

ARTICLE VIII
WARRANTIES OF LICENSEE........................................................11

ARTICLE IX
INSURANCE.....................................................................11

ARTICLE X
TELEPHONE SERVICE.............................................................11

ARTICLE XI
REPORTS TO LICENSOR...........................................................12

ARTICLE XII
ADVERTISING...................................................................12

ARTICLE XIII
LOCATION AND MARKETING AREA...................................................13

ARTICLE XIV
TERMINATION...................................................................13

ARTICLE XV
PROCEDURES AFTER TERMINATION..................................................14

ARTICLE XVI
SUSPENSION....................................................................16

ARTICLE XVII
ASSIGNMENT....................................................................17


<PAGE>

ARTICLE XVIII
DEATH OR INCAPACITY OF LICENSEE...............................................18

ARTICLE XIX
HEADINGS......................................................................19

ARTICLE XX
CONSTRUCTION OF AGREEMENT.....................................................19

ARTICLE XXI
ARBITRATION...................................................................19

ARTICLE XXII
LIMITATIONS OF ACTION.........................................................20

ARTICLE XXIII
NOTICES.......................................................................20

ARTICLE XXIV
REPRESENTATIONS AND RECEIPT...................................................20

ARTICLE XXV
MODIFICATION AND WAIVER.......................................................20

ARTICLE XXVI
INDEPENDENT CONTRACTOR AND INDEMNIFICATION....................................21


SCHEDULE "A"
AREA OF PRIMARY RESPONSIBILITY

EXHIBIT "A"
GUARANTEE

EXHIBIT "B"
TRANSFER TO A CORPORATION

EXHIBIT "C"
CONFIDENTIALITY AGREEMENT

EXHIBIT  "D"
BANK AUTHORIZATION FORM

EXHIBIT "E"
TELEPHONE ASSIGNMENT AGREEMENT

EXHIBIT "F"
WAL-MART SUBLEASE AGREEMENT


<PAGE>



                               ETRAVNET.COM, INC.

                           START-UP LICENSE AGREEMENT
                           --------------------------

         AGREEMENT  made the _____  day of  _________________,  20_____,  by and
between ETRAVNET.COM,  INC., a New York corporation having its principal offices
located at 560 Sylvan Avenue,  Englewood Cliffs,  New Jersey 07632  (hereinafter
referred to as "Licensor"),  and  __________________  hereinafter referred to as
"Licensee".

                              W I T N E S S E T H:

         WHEREAS,  Licensor  is the owner of the  "Travel  Network"  and "Global
Travel Network" service marks,  trade names and logos as set forth herein, and a
system of operating and franchising retail travel agencies; and

         WHEREAS,  as a result of the  expenditure  of time,  effort  and money,
Licensor has developed a "System" for the promotion, assistance, development and
operation of separately owned travel agency offices,  and has devised  policies,
procedures  and  techniques  designed  to enable  such  offices to compete  more
effectively in the travel market; and

         WHEREAS,   the  System   includes,   but  is  not  limited  to,   chain
identification utilizing various ("Proprietary Marks"), such as "Travel Network"
and/or  "Global  Travel  Network"  and/or  "Vacation  Central"  (in  a  Wal-Mart
Supercenter  location),  in various promotional and advertising  programs and on
signs,  interior  or exterior  accessories,  and other  identification  schemes,
travel  product  familiarization,  management  and sales  training  programs and
centralized advertising and promotional programs; and

         WHEREAS, Licensor continues to develop, control, revise and improve its
Proprietary Marks and System for the benefit and exclusive use of itself and its
licensees  in order to  identify  the Travel  Network  System to the public as a
System which represents the highest standards of quality and service; and

         WHEREAS,  Licensor  franchises  travel agency offices to use the Travel
Network  System and to operate under the name "Travel  Network"  and/or  "Global
Travel Network" and/or "Vacation Central;" and

         WHEREAS,  Licensee declares that he is familiar with the Travel Network
System herein described,  and has the necessary skill,  experience and financial
ability to operate a franchised  travel agency office,  and so desires to obtain
an affiliation with Licensor to operate a Travel Network travel agency office at
the location described herein; and

         WHEREAS,  Licensee  represents  that he is not  obtaining  this  Travel
Network  franchise for  investment or speculative  purposes,  and has no present
intention to attempt to sell or transfer the business; and

         WHEREAS, Licensee understands the importance of Licensor's high uniform
standards of quality,  appearance and service to the value of the Travel Network
name and System,  and the necessity of operating  his office in conformity  with
the Travel  Network  System and in  accordance  with  Licensor's  standards  and
specifications.

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               APPOINTMENT AND FEE
                               -------------------

         1.1      Start-Up Program
                  ----------------

                  A. For and in  consideration  of the  Initial  License  Fee of
Twenty-Nine Thousand Nine Hundred Dollars ($29,900),  which shall be paid by the

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<PAGE>

Licensee to  Licensor  as  follows:  Five  Thousand  Dollars  ($5,000)  upon the
execution of this  Agreement  and  Twenty-Four  Thousand  Nine  Hundred  Dollars
($24,900) at the earlier of Licensee finding an acceptable  location,  or at the
commencement of training.

                  B. Licensor  grants to Licensee and Licensee  hereby accepts a
franchise to operate a Travel Network travel agency office  utilizing the Travel
Network  System at the  specific  address and location at which  Licensee  first
opens his travel  agency as a participant  in the Travel  Network  System,  said
location to be the address  included on  Licensee's  first  business  letterhead
and/or  as  set  forth  in  Licensee's  application  to the  Airlines  Reporting
Corporation,  if  applicable,  whichever  first occurs,  and Licensor  shall not
locate   another  Travel   Network   travel   agency,   whether   franchised  or
company-owned, within the territory described in Schedule "A" of this Agreement.

                  C.       The "Initial License Fee" is fully earned by Licensor
upon  execution of this Agreement and is non-refundable.

                  D. This  License  Agreement is for and relates to the purchase
of a single "Travel Network"  franchise by Licensee.  If Licensor agrees to sell
an additional  franchise to Licensee,  Licensee shall have the right to purchase
such additional franchise upon the execution of a separate License Agreement for
each such  additional  franchise  and the payment of an Initial  License Fee for
each one  thereof  in an  equal  amount  to  seventy-five  percent  (75%) of the
then-current  Initial  License Fee being  required by Licensor to new Licensees.
Such  additional  franchises  shall  have APR  territories  different  from that
designated in Schedule "A" to this Agreement.

                  E.  This  Agreement  only  entitles  Licensee  to open one (1)
travel  agency  office  in the  designated  APR.  Licensee  may open one or more
additional  or  branch  offices  within  the  same APR  upon  the  payment  of a
non-refundable  "Supplemental  Fee" of Five Thousand  Dollars  ($5,000) for each
such additional or branch office,  payable upon the date that such additional or
branch  office first opens for  business.  In addition,  as noted in Article III
below,  there is a monthly Service Fee charge for each additional  branch office
opened by Licensee.  Licensee shall not make any arrangements  which effectively
render such additional or branch offices a sub-franchise.

         1.2      Rural Agency Program
                  --------------------

         For  and  in  consideration  of the  Initial  License  Fee of  Nineteen
Thousand Nine Hundred Dollars  ($19,900),  which shall be paid upon execution of
this  Agreement,  Licensor  grants to Licensee  and  Licensee  hereby  accepts a
franchise to operate a Travel Network "Rural" travel agency office utilizing the
Travel Network  System,  said location to be the address  included on Licensee's
first business letterhead.

         The Rural  Agency  shall be located in the  territory  that is within a
town consisting of Ten Thousand (10,000) or less people, located within a county
consisting of Thirty Thousand (30,000) or less people.  This program will not be
available in counties which adjoin major metropolitan areas.

         The Rural Licensee shall be subject to the same terms and conditions as
set forth herein for all Start-Up licensees.

         1.3      Purchase Conversion Agency Program
                  ----------------------------------

         For  and  in  consideration  of the  Initial  License  Fee of  Nineteen
Thousand  Nine  Hundred  Dollars  ($19,900),  which shall be paid to Licensor as
follows: Five Thousand Dollars ($5,000) upon the execution of this Agreement and
Fourteen Thousand Nine Hundred Dollars ($14,900) ten (10) days prior to arriving
at training. Licensor grants Licensee and Licensee hereby accepts a franchise to
operate a Travel Network  "Purchase  Conversion"  travel agency office utilizing
the Travel  Network  System  from the  location at which  Licensee is  presently
operating in the APR to be agreed upon and set forth in Schedule "A".

         The Purchase Conversion Licensee shall be subject to the same terms and
conditions as set forth herein for all Start-Up licensees.

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<PAGE>

         1.4      Wal-Mart Program
                  ----------------

         For and in  consideration  of the  Initial  License  Fee of Twenty Nine
Thousand  Nine  Hundred  Dollars  ($29,900),  which shall be paid to Licensor as
follows: Five Thousand Dollars ($5,000) upon the execution of this Agreement and
Twenty-Four  Thousand  Nine  Hundred  Dollars  ($24,900)  ten (10) days prior to
arriving at training.  Licensor  grants  Licensee and Licensee  hereby accepts a
franchise to operate a Travel  Network  "Wal-Mart"  travel agency  utilizing the
Travel Network System,  and the "Travel Network Vacation  Central" service mark,
from a  Wal-Mart  location,  without  the  benefit  of a  ticketing  system.  If
Licensee's  Wal-Mart  location  does not have a  ticketing  system,  the Initial
License Fee is Twenty Four Thousand Nine Hundred Dollars ($24,900).

         The Wal-Mart Licensee shall be subject to the same terms and conditions
as set forth herein for all Start-Up licensees.

                                   ARTICLE II
                              DURATION AND RENEWAL
                              --------------------

         2.1      Except  as otherwise  provided  in this Agreement, the initial
term of this Agreement shall be for a period of fifteen (15) years, which period
shall commence upon the execution of this Agreement by Licensor.

         2.2     Licensee, at his option, may renew the franchise for successive
additional periods of ten (10)years, provided that:

                  A.       Licensee  gives   Licensor  written  notice  of  such
election to renew not less than ninety (90) days prior to the end of the current
term or period; and

                  B.       Licensee  executes  the  then-current form of License
Agreement being offered by Licensor to new Licensees; and

                  C.       Licensee  is  not  in  default  of any  provisions of
this Agreement, including any amendments hereto, and all monetary obligations of
Licensee to Licensor have been satisfied; and

                  D.       Licensee  pays  to  Licensor  a  renewal fee  of Five
Hundred Dollars ($500.00); and

                  E.       Licensee  and any other  person  who has an  interest
in  Licensee  (if  Licensee  is  a  corporation,  partnership   or  association)
complies   with   Licensor's   then - current   qualification    and    training
requirements; and

                  F.  Licensee  and any  other  person  who has an  interest  in
Licensee (if Licensee is a corporation,  partnership, or association) executes a
general  release  (unless  otherwise  prohibited  by  Article 33 of the New York
General  Business  Law) of any and all  claims  and  causes  of  action  against
Licensor,  any subsidiary of Licensor and/or affiliated  corporation of Licensor
and their respective partners,  officers directors,  agents and employees, which
accrued prior to the date of renewal,  provided however, that all rights enjoyed
by the  licensee  and any  causes  of  action  arising  in its  favor  from  the
provisions  of Article 33 of the General  Business  Law of the State of New York
and the regulations issued thereunder shall remain in force; it being the intent
of this  proviso  that the  non-waiver  provisions  of GBL  687.4  and  687.5 be
satisfied.

                                   ARTICLE III
                                  SERVICE FEES
                                  ------------

         3.1  Licensee  shall pay, in addition  to the  Initial  License  Fee, a
monthly  "Service  Fee." The first  Service Fee shall be due on the first day of
the calendar month immediately  following the Opening Date and,  thereafter,  on
the first day of each calendar month following.

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<PAGE>

         3.2 The "Opening  Date" is the date that the  Licensee  reported as the
date on which  the  "office  opened  for  business  as a travel  bureau"  in its
Airlines  Reporting  Corporation  Application for  Accreditation as an ARC Sales
Agent, or fourteen (14) calendar days after the Licensee commences business as a
Travel Network retail travel agency, whichever is sooner. Licensee is considered
to have commenced business on the first day upon which a travel sale is made, on
the day that  Licensee's  travel  agency opens its doors for business and offers
travel for sale, or on the date that Licensee advertises for the sale of travel,
whichever of the foregoing is sooner.

         3.3      The   Service  Fee   schedule  for  licensees  executing  this
Agreement is as follows:

                  A.     For months 1-12 after the Opening Date - Three  Hundred
and Fifty Dollars ($350) per month.

                  B.     For months  13-24 after the Opening Date - Five Hundred
and Fifty Dollars ($550) per month.

                  C.     For months 25-36 after the Opening Date - Seven Hundred
and Fifty Dollars ($750) per month.

                  D.     For  months  37 and following - the monthly fee will be
Seven Hundred and Fifty  Dollars  ($750) plus a percentage  of Seven Hundred and
Fifty  Dollars  ($750)  equal to the percent  increase in the CPI from the prior
calendar year.  "CPI" means the Consumer  Price Index for New  York/Northeastern
New Jersey (All Urban Consumers) as reported by the United States  Department of
Labor.

         3.4      In the event Licensee opens  any  additional or branch offices
in its designated  territory,  Licensee shall pay a Supplemental Service Fee for
each such office in accordance with the following schedule:

                  A.       For months 1-12 after the Branch Opening Date - Three
Hundred and Fifty Dollars  ($350)per month.

                  B.       For months 13-24 after the Branch Opening Date - Five
Hundred and Fifty Dollars  ($550)per month.

                  C.       For months 25 and following - the monthly fee will be
Five  Hundred and Fifty  Dollars  ($550) plus a  percentage  of Five Hundred and
Fifty  Dollars  ($550)  equal to the percent  increase in the CPI from the prior
calendar year.  "CPI" means the Consumer  Price Index for New  York/Northeastern
New Jersey (All Urban Consumers) as reported by the United States  Department of
Labor.  As used in this Subsection 3.4, the "Branch Opening Date" is the date on
which a branch or additional office first opened its doors for business.

         3.5      In  the  event Licensor establishes  a centralized reservation
booking service in which the Licenses  participates,  Licensor shall be entitled
to charge a fee for its  services in that  regard.  The amount of such fee,  and
modifications thereof, shall be determined by Licensor.

         3.6      Payment of the above Service Fees to Licensor shall be made by
way of pre-authorized checks drawn against the Licensee's bank account. Licensee
irrevocably  authorizes  Licensor  and  Licensee's  bank to  automatically  make
monthly  payments to Licensor out of the Licensee's  account in accordance  with
the above schedule. Licenses agrees to execute whatever additional documents may
be necessary to effectuate such automatic monthly payments.

         3.7      Any overdue payments due from Licenses under  this  Agreement,
whether  Service  Fees or  otherwise,  shall  incur a late fee of Fifty  Dollars
($50.00) for each month that said payment is late.

         3.8      Acceptance  by  Licensor  of  any  payment on account  of  the
Service Fee shall not be  conclusive  or binding on Licensor.


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<PAGE>

         3.9      Licensor shall  have  the  right  to establish procedures from
 time to time for verifying the processing of Service Fees.

                                   ARTICLE IV
                         PROPRIETARY MARKS AND GOODWILL
                         ------------------------------

         4.1      Licensee  is  hereby  authorized to use Licensor's Proprietary
Marks,  goodwill and trade secrets in the operation of a travel agency  business
within the APR set forth in Schedule  "A".  Nothing  contained  herein  shall be
construed as authorizing or permitting  Licensee to use such Proprietary  Marks,
goodwill or trade secrets at any other location or for any other purpose.  It is
expressly  agreed that the ownership of all right,  title and interest in and to
said  Proprietary  Marks,  goodwill and trade  secrets  shall  remain  solely in
Licensor,  and that the material and information  now and hereafter  provided or
revealed to Licensee  pursuant to this  Agreement  are  revealed in  confidence.
Licensee expressly agrees to keep and respect the confidence so reposed.

         4.2      Licensor reserves the right to approve  all signs, stationery,
business  cards,  forms,  and all other  materials and supplies using the Travel
Network  Proprietary  Marks.  Licensee will use the Travel  Network  Proprietary
Marks,  logos, trade styles,  color combinations,  designs,  symbols and slogans
only in the manner and to the extent specifically permitted by this Agreement or
by written consent of Licensor. All advertising,  publicity, signs, decorations,
furnishings,  equipment or other  materials  employing in any way whatsoever the
words "Travel Network" shall be submitted to and approved by Licensor within ten
(10) days prior to publication or use.

         4.3      Upon   the  termination  of  this  Agreement  for  any  reason
whatsoever,  Licensee  shall  execute  such  documents  and take such  action as
Licensor  may deem  reasonably  necessary or desirable to evidence the fact that
Licensee  has ceased using any or all of  Licensor's  Proprietary  Marks,  color
combinations,  designs,  symbols or  slogans  and that  Licensee  has no further
rights therein.  Licensee shall refrain from doing anything by word or act which
might mislead anyone into believing that he may still have some association with
Licensor, and towards this end, Licensee hereby irrevocably appoints Licensor or
Licensor's nominee to be Licensee's  attorney-in-fact to execute any document or
perform any legal act  necessary to protect  Licensor's  Proprietary  Marks from
unauthorized use on Licensee's  behalf in the event Licensee himself fails to do
so. Licensee  acknowledges  and agrees that the  unauthorized  use of Licensor's
Proprietary Marks will cause  irreparable  damages for which Licensor may obtain
injunctive relief in addition to claiming monetary damages.

         4.4     It is understood by the parties to this Agreement that Licensor
may adopt new or modified  proprietary marks to enhance or strengthen the Travel
Network System.  Licensee agrees that, upon request by Licensor,  it will adopt,
use and display any such modified or new marks at  Licensor's  expense and that,
upon termination or non-renewal,  it will discontinue and refrain from using any
such modified or new marks.

         4.5      Licensee shall  promptly notify  Licensor of any claim, demand
or suit based upon or arising from, or of any attempt by any other person,  firm
or corporation to use the Proprietary Marks licensed hereunder, or any colorable
variation thereof, in which Licensor has a proprietary  interest.  Licensee also
agrees to promptly notify  Licensor of any litigation  instituted by any person,
firm,  corporation or governmental agency against Licensor or Licensee involving
the Proprietary Marks licensed hereunder. Licensee agrees to execute any and all
documents  and do such acts as may, in the opinion of counsel for  Licensor,  be
necessary to carry out a defense or prosecution of Licensor's  and/or Licensee's
rights in respect  of such  claim or  litigation.  In the event  Licensee  is so
instructed  by Licensor to execute any  documents or do such acts as directed by
Licensor's  counsel,  Licensor  shall absorb all legal fees and costs  attendant
thereto and shall  indemnify and hold  Licensee  harmless in the event claims or
actions are made or brought as a result thereof.

         4.6      In order to develop and maintain high and uniform standards of
quality  and  service,  and hence to protect  the  reputation  and  goodwill  of
Licensor,  Licensee  agrees to  operate  and  advertise  under the name  "Travel
Network" and/or "Global Travel Network" and/or "Vacation  Central" and shall use
no other name in conducting  the business of travel agency  operations or travel
marketing,  except that  Licensee  may  incorporate  into the logo and name suc

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<PAGE>

other identifying words as provided in the Confidential  Manual.  Licensee shall
not use the "Travel  Network" or "Global Travel  Network" or "Vacation  Central"
service  marks  as  part of the  legal  name  of any  corporation,  partnership,
proprietorship  or other business  entity with which Licensee is associated,  or
with a bank account,  trade account or any other legal or financial  connection,
without the prior written approval of Licensor.

         4.7      In  order  to  preserve  the  validity  and integrity  of  the
Proprietary  Marks  licensed  herein,  and to assure  that  Licensee is properly
employing  the same in the  operation of  Licensee's  business,  Licensor or its
agents  shall at all  reasonable  times  have the  right to  inspect  Licensee's
operations.  Licensee shall  cooperate with  Licensor's  representative  in such
inspection  and  render  such  assistance  to  him  as  the  representative  may
reasonably request.

         4.8      Licensee   acknowledges  that  he  does  not  have  any  right
whatsoever to deny the use of Licensor's  Proprietary  Marks to any other Travel
Network  Licensee,  except  that  Licensee  shall be  protected  as set forth in
Article XV of this Agreement.

         4.9      Licensee shall not  maintain a World Wide Website or otherwise
maintain a presence or advertise  on the  Internet or any other public  computer
network in connection  with the travel agency office  without  Licensor's  prior
written  approval,  which  Licensor  may  withhold  for any reason or no reason.
Licensee  agrees to submit to Licensor for approval before use, true and correct
printouts of all Website pages  Licensee  proposes to use in his/her  Website in
connection with the travel agency office.  Licensee  understands and agrees that
Licensor's  right of approval of all such Web materials is  necessitated  by the
fact that such Web  materials  will  include  and be  inextricably  linked  with
Licensor's  Proprietary Marks. Licensee may only use material which Licensor has
approved.  Licensee's  Website  shall  conform  to  all  of  Licensor's  Website
requirements,  whether set forth in the Manual or otherwise.  Licensee agrees to
provide all hyperlinks or other links that Licensor requires. If Licensor grants
approval for a Website, Licensee may not use any of the Proprietary Marks at the
site  except  as  Licensor  expressly  permits.  Licensee  may not  post  any of
Licensor's  proprietary,  confidential or copyrighted material or information on
his/her Website without Licensor's prior written consent.  If Licensee wishes to
modify  the  approved  site,  all  proposed   modifications  must  also  receive
Licensor's prior written approval.  Licensee explicitly  understands that he/she
may not post on  his/her  Website  any  material  which any third  party has any
direct or indirect ownership interest in (including,  without limitation,  video
clips, photographs,  sound bites, copyrighted text, trademarks or service marks,
or any other text or image which any third party may claim intellectual property
ownership  interests in). Licensee agrees to list on his/her Website any Website
maintained by Licensor and any other information Licensor requires in the manner
Licensor  dictates.  Licensee agrees to obtain Licensor's prior written approval
for any  internet  domain name and/or home page  address.  The  requirement  for
Licensor's  prior  written  approval set forth in this Section will apply to all
activities  on the Internet or other  communications  network to be conducted by
Licensee, except that Licensee may maintain one or more E-mail addresses and may
conduct  individual E-mail  communication  without  Licensor's prior approval as
provided above if he/she proposes to send advertising to multiple  addresses via
E-mail.

                                    ARTICLE V
                              CONFIDENTIAL MANUALS
                              --------------------

         5.1      In order to protect the  reputation  and  goodwill of Licensor
and to maintain  uniform  standards of operation  under  Licensor's  Proprietary
Marks,  Licensee  shall  conduct his  business  in  accordance  with  Licensor's
Confidential Manuals, and any amendments thereto.  Licensee acknowledges that it
has been given the  opportunity  to review such manuals  before  executing  this
Agreement.

         5.2      Licensee shall at all times treat as  confidential,  and shall
not at any time copy,  duplicate,  record or  otherwise  make  available  to any
unauthorized  person or source, said manuals as well as any and all confidential
information as may be imparted to Licensee from time to time.

         5.3      Said Confidential  Manuals  shall at all times remain the sole
property of Licensor.

         5.4      In order that the Licensee may benefit from  the new knowledge
gained by the Travel  Network  system or developed by Licensor,  the contents of
the Travel  Network  Confidential  Manuals  may be revised  from time to time by

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<PAGE>

Licensor.  In the event Licensor  modifies the Confidential  Operating  Manuals,
such  modifications  will not impose  new or  different  requirements  that will
unreasonably  increase  Licensee's  obligations  or place an excessive  economic
burden on Licensee's operations.

         5.5      Licensee shall  at  all  times  ensure  that  his copy of said
Confidential Manuals is kept current and up to date.

                                   ARTICLE VI
                              SERVICES OF LICENSOR
                              --------------------

         6.1      Licensor  will  impart  to Licensee its  operational, selling,
promotional and merchandising methods and techniques, and shall maintain a staff
to give  assistance and service to the Licensee and provide a typical floor plan
for your agency.

         6.2      Licensor will  publish from  time to time memoranda suggesting
sources of supply for  forms,  agreements,  signs,  stationery  and other  items
necessary  to operate a modern  travel  agency  business.  Licensee may purchase
supplies  either from the sources of supply  recommended by Licensor or from any
other suppliers who can supply the items using the same  specifications as those
presently being supplied by sources of supply approved by Licensor.  If Licensee
chooses to use a supplier other than one recommended by Licensor, Licensee shall
obtain the written approval of Licensor for using said supplier,  which approval
shall not be  unreasonably  withheld.  Licensor  will supply  Licensee  with his
initial supply of business cards and letterhead.

         6.3      Licensor will carry on merchandising  activities designated to
provide Licensee with travel sales leads.

         6.4      Licensor shall conduct for Licensee and  Licensee's  employees
an  "Introductory  Workshop"  which  shall  include  instructions  in the Travel
Network System,  operating  procedures,  merchandising  systems,  travel product
knowledge,  advertising,  and related  travel agency  management  concepts.  The
"Introductory  Workshop"  shall be presented at a location to be  determined  by
Licensor. The "Introductory Workshop" shall be presented at no cost to Licensee,
except that Licensee must bear all expenses  incidental to him and his employees
attending  the  Introductory  Workshop,  such  as  transportation  and  lodging.
Additional  training  programs  such  as  conferences,  meetings,  seminars  and
workshops  may be held by Licensor,  some of which may be on a fee basis,  while
others may be at no cost to Licensee,  as Licensor deems necessary or advisable.
Such additional  training programs may or may not be held at places or locations
in  relatively  close  proximity  to  Licensee's  place of  business  and may be
attended  by either  Licensee,  his  representatives  and/or his  employees,  at
Licensee's option. Attendance at these training programs by either one or any of
the  aforementioned is required,  except for those additional  training programs
for which a fee is charged.

         6.5      Licensor will  negotiate with the suppliers of accommodations,
tours,  transportation,  and other travel services for various benefits relating
to promotion,  advertising,  and higher  commissions of and from said suppliers,
and Licensor shall make said benefits available to Licensee.

         6.6      Licensor will carry on marketing  programs  which are intended
to  develop  new  sources of  business  and sales  leads for all Travel  Network
licensees.

         6.7      Licensor will distribute  to  Licensee,  at  no  cost, ongoing
newsletters and such other  informational items as Licensor deems appropriate to
produce from time to time.

         6.8      Licensor shall use its best efforts to distribute or otherwise
disseminate new information  about improved travel agency operating  procedures,
travel  services  and  suppliers,  and other  knowledge  related  to the  travel
business as may be developed or otherwise originated by Licensor, including, but
not limited to Licensor's amendments to its Confidential Manuals.

         6.9      Licensor  shall  present  the Travel  Network  System at trade
shows,  seminars and conferences to be selected by Licensor, in order to develop
clients who might subsequently inquire about or make use of the services offered
by all licensees.

         6.10     Licensor shall participate in  the  design  and preparation of
advertising  and  promotional  programs  and make  said  programs  available  to
Licensee.

         6.11     Licensor  shall assist  in  the  development of travel-selling
programs to be carried out by independent contractors, outside sales persons, or
otherwise  as Licensor  sees fit.  Leads  generated  therefrom  shall be offered
exclusively to Travel Network licensees.

         6.12     Licensor may,  at its option, design a travel agency personnel
program whereby qualified travel industry personnel are offered to Licensee on a
consulting or equivalent  basis,  in which  instance said  personnel  would come
under the specific control of Licensor and Licensor would have complete and full
responsibility for said personnel's  performance,  capabilities,  qualifications
and the replacement of said personnel where required.  Licensor may develop such
personnel  programs  separate  and apart from the  Travel  Network  System,  and
Licensee may, at its option, participate in any program so developed.

         6.13     Licensor will provide  Licensee with the assistance  necessary
for  Licensee  to  obtain  his  Airline   Reporting   Corporation   ("ARC")  and
International  Airline  Travel  Agents  Network  ("IATAN")  appointments.   Such
assistance will not apply to any non-ticketing travel agency office.

         6.14     If  Licensee  has  purchased  a  Wal-Mart   Start-up  Program,
Licensor will sell Licensee the decor package for the public areas of Licensee's
travel  agency  office  ("Decor  Package").  The cost of said  Decor  Package is
between  Twelve  Thousand   Dollars   ($12,000)  and  Sixteen  Thousand  Dollars
($16,000).  The  Decor  Package  will  include  carpeting,  furniture,  one  (1)
television,  one (1) VCR, wall  treatment,  customized  desks,  career  apparel,
brochure racks,  copier, fax machine,  telephone system and voice mail answering
system.

         6.15     Licensor  will  make  itself   available  to  provide  ongoing
telephonic  support  and  assistance  to  Licensee.  Licensor  will  also  visit
Licensee's travel agency office to provide additional support and assistance.

         6.16     Licensor will, at  its  discretion, inspect  and  observe  the
operations  of Licensee's  travel agency office to ensure  Licensee is complying
with this License Agreement and with all System standards.

         6.17     Licensor  will  provide Licensee  with  ad  slicks and similar
promotional materials to promote Licensee's travel agency office.  Licensor will
review all proposed  advertising  and materials  prepared by Licensee for use in
Licensee's local advertising.

                                   ARTICLE VII
                               DUTIES OF LICENSEE
                               ------------------

         7.1      Licensee   and  its   employees,   if  any,   must  attend  an
"Introductory  Workshop" as scheduled by Licensor within four (4) weeks prior to
the Opening Date.

         7.2      Licensee   shall   promptly  pay  to  Licensor  any  fees  due
hereunder,  as well as any additional fees or charges incurred for any products,
supplies, or services to be furnished by Licensor at Licensee's request.

         7.3      Licensee  agrees to maintain and keep such records and reports
as are prescribed by Licensor herein or in the Confidential  Manuals,  and shall
mail copies of such reports and records to an address  designated by Licensor in
accordance with schedules determined by Licensor from time to time.

         7.4      Licensee  shall allow  Licensor to inspect Licensee's business
premises at any reasonable time and Licensee will make his financial records and
books,  tax returns,  and other accounting  records  available for inspection by
Licensor during normal working hours.

        _______ INITIALS

        _______ INITIALS

<PAGE>

         7.5      During  the  term  of  this  License  Agreement,  neither  the
Licensee,  his spouse or minor  children,  nor any person acting in concert with
them or under their  control,  shall  operate,  manage,  be employed  by, act as
officer,  director, agent or consultant for, own, or have any interest, legal or
beneficial, direct or indirect, as shareholder,  partner, member, co-venturer or
otherwise,  in any retail travel  agent,  tour or charter  operation,  or travel
cooperative  that is not franchised by Licensor.  The term "Licensee" as used in
this  restrictive  covenant  includes  all  legal and  beneficial  shareholders,
partners and members of a corporate, associate or partnership franchise.

         7.6      Licensee  shall  not  advertise,   publish  or  circulate  any
documents or other matter  relating to the sale of services and  arrangements or
the business to be transacted  under this  Agreement,  except in compliance with
the Confidential Manuals, including any amendments thereto. No exception to such
conduct  can be  made  without  the  prior  written  consent  of  Licensor.  All
advertising or promotions  utilizing the Travel Network  Proprietary  Marks must
have the  prior  written  approval  of  Licensor,  except  where  pre-determined
approval is incorporated in Licensor's Confidential Manuals.

         7.7      All  of  the  activities  of  Licensee  and  its   assistants,
associates, sales people, partners, co-venturers,  officers, directors, members,
agents and employees,  in connection  with any and all business or  transactions
conducted  or entered  into  pursuant to the terms of this  Agreement,  shall be
exercised  exclusively  and  solely  in  accordance  with  this  Agreement,  the
Confidential  Manuals, as amended, and the laws of the district,  county, state,
province,  country and other  regulatory  bodies which  govern the  operation of
Licensee's business.

         7.8      Licensee  shall not engage in any  activity or practice  which
may be reasonably  anticipated to result in litigation  with clients of Licensee
or in  public  criticism  of the  Travel  Network  System or the  travel  agency
business generally,  or in any activity which may be deemed contrary to the best
interests  of Licensor  or  Licensee.  Except,  however,  Licensee  shall not be
precluded  from  pursuing any valid  claims or  defending  any claims made by or
against Licensee.

         7.9      Licensee's office  shall be equipped, including a fax machine,
furnished,  have an interior layout and design (including wall treatment),  have
an exterior  motif and design,  and utilize the colors and their  application in
accordance  with Licensor's  System and  Confidential  Manuals,  or as otherwise
approved in writing by Licensor, including but not limited to travel product and
other  displays  utilized  inside the office,  storage  areas,  and interior and
exterior design and style of buildings used for offices.

         7.10     Licensee shall  maintain,  at its expense,  at all times,  his
office and all fixtures,  furnishings, signs and equipment in the highest degree
of cleanliness,  orderliness and repair,  as reasonably  determined by Licensor.
Licensee  shall  maintain all products,  materials,  supplies,  career  apparel,
fixtures,  furnishings and signs used by Licensee in conformance with Licensor's
standards and specifications as set forth in the Confidential Manuals.

         7.11     Licensee  shall hold Licensor free and harmless from any taxes
and assessments arising out of the operation of Licensee's  business,  including
any taxes which may result from the sale,  transfer or  assignment of Licensee's
business to any other party.

         7.12     Licensee  shall indemnify  and  hold Licensor,  its  officers,
directors, employees and other Travel Network Licensees harmless from all fines,
suits, proceedings,  claims,  liabilities or actions of any kind or nature which
allege any act or omission by Licensee,  even if such  allegation  be groundless
and even if allegation be made that persons other than Licensee were also guilty
of any act or omission. The aforesaid indemnity includes, but is not limited to,
all costs,  expenses and  reasonable  attorneys'  fees incurred by the aforesaid
indemnities  in  connection  with  such  fines,  suits,   proceedings,   claims,
liabilities or actions.

         7.13     This  Agreement   does   not  constitute  Licensee  the  legal
representative or agent of Licensor for any purpose (other than to establish and
maintain  rights  in and  claims  to the  Proprietary  Marks in  Licensor),  and
Licensee  shall  suffer no act which  might  convey that  impression  to anyone.
Licensee is granted no right or authority to assume or create any  obligation or
representation,  express or implied,  on behalf of or in the name of Licensor or
to bind Licensor in any manner whatsoever.

        _______ INITIALS

        _______ INITIALS

<PAGE>

         7.14     Licensee  shall obtain a location  and open its agency  within
six (6) months from the date this  Agreement  is executed  by  Licensor.  In the
event  of  Licensee's  failure  to  do  so,  Licensor  shall  have  the  option,
exercisable in its sole discretion, to:

                  A.       Extend such time (which extension shall only be valid
if set forth in a writing signed by Licensor); or

                  B.       Terminate  this  Agreement.  In  the  event  of  such
termination,  Licensor shall refund Licensee's  Initial License Fee less the sum
of Two Thousand Five Hundred Dollars ($2,500),  which sum represents  liquidated
damages for costs and  expenses  incurred by  Licensor  in  connection  with the
execution of this Agreement and other administrative expenses relating thereto.

         7.15     Licensee shall not be required to purchase goods,  products or
supplies from Licensor or any Licensor designee.

         7.16     Licensee shall utilize the Travel Network name and Proprietary
Marks, as prescribed by this Agreement and Licensor's  Confidential  Manuals, on
all advertising  and printed  materials used by Licensee in the operation of its
travel agency business.

         7.17     Licensee shall protect  the integrity  and value of Licensor's
System and its use by other  Travel  Network  licensees.  Licensee  shall comply
with, utilize,  implement and otherwise operate his travel agency business using
the  standardized  Travel  Network  System  of  agency  operations  set forth by
Licensor in its Confidential Manuals, unless otherwise agreed to and approved in
writing by Licensor.

         7.18     Licensee shall make himself  available to provide  services to
the travel agency office during the hours required by Licensor.

         7.19     If Licensee leases the property on which Licensee will operate
the office  hereunder,  Licensee  agrees to include in said lease the  following
provisions  (or if such lease has  already  been  executed,  Licensee  agrees to
obtain the separate agreement of the lessor to the same effect):

                  "If Lessee (a Licensee of Licensor)  shall be in default under
         any of the provisions of this lease and Lessor desires to terminate the
         same;  or if Lessee is in default  under any of the  provisions  of its
         License  Agreement with Licensor and Licensor desires to terminate said
         License  Agreement;  or if  Lessee  desire  to  assign  this  lease  to
         Licensor,  Lessor and Lessee agree that Licensor  shall have the option
         to assume the  obligations of the Lessee under said lease upon the same
         terms and conditions."

         Within ten (10) days  after the  execution  of said lease (or  separate
agreement)  Licensee will provide  Licensor with a copy of same accompanied by a
notarized  statement from Licensee that said lease is the same lease under which
Licensee will operate the Travel Network office.

                                  ARTICLE VIII
                             WARRANTIES OF LICENSEE
                             ----------------------

         8.1      Licensee  warrants  that he will  maintain  an  active  travel
agency business during this term of this Agreement,  and that said business will
be conducted in accordance with the highest of ethics, and that it will only use
the Travel Network name and Proprietary Marks in a reputable manner.

         8.2      Licensee   warrants   that   no   representations,   promises,
guarantees  or warranties of any kind are or were made by Licensor or any of its
officers,  directors,  shareholders,  agents or employees, to induce Licensee to
execute  this  Agreement,  except as  specifically  set forth in writing in this
Agreement and in Licensor's Offering Prospectus.

        _______ INITIALS

        _______ INITIALS

<PAGE>

         8.3      Licensee  warrants  that the  success  of his  business  as an
operator of a travel  agency office is dependent  upon his own personal  efforts
and that neither  Licensor nor any other party has  guaranteed  that  Licensee's
Travel Network office will be successful or profitable.

                                   ARTICLE IX
                                    INSURANCE
                                    ---------

         9.1      Licensee shall obtain,  prior to the  commencement of business
as a Travel Network  licensee,  and maintain in full force and effect during the
entire  term  of  this  Agreement  at  Licensee's  sole  cost  and  expense,  an
"occurrence"  protection type insurance policy or policies protecting  Licensee,
Licensor,  and its  officers,  directors,  partners,  shareholders,  agents  and
employees against any loss,  liability or expense whatsoever from fire, personal
injury, theft, death, property damage or otherwise, arising or occurring upon or
in connection with the operation of Licensee's business. Such policy or policies
shall include:

                  A.       General  Liability  coverage of Five Hundred Thousand
Dollars ($500,000) per person and One Million Dollars  ($1,000,000) per incident
(or Five Hundred Thousand Dollars ($500,000) per incident if a policy with a One
Million  Dollar  ($1,000,000)  limit is not  available to Licensee) and Property
Damage coverage of not less than One Hundred Thousand Dollars ($100,000); and

                  B.       An Errors and Omissions policy providing  coverage of
not less than Five Hundred  Thousand  Dollars  ($500,000) (Two Hundred and Fifty
Thousand  Dollars  ($250,000) if a policy with a Five Hundred  Thousand  Dollars
($500,000) limit is not available to Licensee); and

                  C.       Such  statutory  insurance  as may be required in the
state in which the  Licensee's  office is located,  including but not limited to
Worker's Compensation Insurance.

         9.2      Such  insurance  shall contain a separate  endorsement  naming
Licensor,  and its  officers,  directors,  partners,  shareholders,  agents  and
employees  as  additional  insureds and shall,  by its terms,  not be subject to
cancellation  without ten (10) days' prior written notice to Licensor.  Licensee
shall  indemnify  Licensor  and  its  officers,   directors,  agents,  partners,
shareholders and employees and hold them harmless from and against all claims or
damages to persons or property arising from or out of any occurrence relating in
any manner to Licensee's  business.  Licensee agrees to pay all costs,  expenses
and reasonable attorneys' fees incurred by Licensor and its officers,  directors
and employees in connection with any such claims.

                                    ARTICLE X
                                TELEPHONE SERVICE
                                -----------------

         Simultaneously with the execution of this Agreement, Licensee, pursuant
to Exhibit E, has given Licensor an  irrevocable  power of attorney to terminate
telephone service to all offices of Licensee,  via any telephone numbers used by
Licensee  in  connection  with the conduct of its  business as a travel  agency,
and/or to alter the telephone listings for such numbers.  The designated billing
name and address for all such telephone numbers shall be Licensee only. Licensee
acknowledges that such power of attorney is coupled with an interest of Licensor
in the  subject  matter  thereof,  inasmuch as the  goodwill of a travel  agency
franchise is  intertwined  with the goodwill of a particular  telephone  number.
Licensor  agrees  not to  exercise  such  power of  attorney  unless  Licensee's
franchise is terminated or not renewed.  Licensee  hereby releases all telephone
companies and listing  agencies from any liability for following any  directions
of Licensor pursuant to the aforesaid power of attorney. The foregoing shall not
apply to Conversion Program licensees.

                                   ARTICLE XI
                               REPORTS TO LICENSOR
                               -------------------

         11.1     Licensee  shall keep full,  complete  and  accurate  books and
accounts in accordance  with  generally  accepted  accounting  principles and in
accordance with the Travel Network System. In addition, Licensee shall:

        _______ INITIALS

        _______ INITIALS

<PAGE>


                  A.       Submit  to  Licensor  a listing  of the total  dollar
volume for each  travel  supplier  and airline by the  fifteenth  (15th) of each
month  for  the  previous  month.  Licensor  guarantees  to  Licensee  that  all
individual  reports will be held strictly  confidential  and that only aggregate
dollar totals for the entire system will be disclosed to any outside party.

                  B.       Submit to Licensor  within  sixty (60) days after the
close of each twelve (12) month period,  commencing  with the Opening Date, on a
form  supplied or approved by  Licensor,  a profit and loss  statement  for such
twelve (12) month period, and a balance sheet containing a statement of retained
earnings or partnership account as at the end of the period, both prepared by an
independent  public accountant as may be acceptable to Licensor and warranted by
the Licensee to be true and correct.

                  C.  Submit to Licensor  within  sixty (60) days after the year
end all telephone  numbers used by Licensee in connection with its travel agency
operation,  together  with the "cover pages" of the prior month's bills for each
of such numbers, showing their respective billing names and addresses.

                  D.       Submit to  Licensor  such  other  periodic  forms and
reports as may be prescribed by Licensor.

         11.2     Licensee shall preserve, for a period of not less than six (6)
years, all accounting  records and supporting  documents  relating to Licensee's
business.
                                   ARTICLE XII
                                   ADVERTISING
                                   -----------

         12.1     Licensee shall contribute the sum of One Hundred Fifty Dollars
($150.00) per month to the local Travel Network  Cooperative  Advertising  Fund,
provided same has been established with Licensor's prior approval, in Licensee's
marketing  area.  This  Advertising  Fee shall be  payable  on a  monthly  basis
starting with the first full month of operations as a "Travel Network Licensee."
In addition, Licensee shall contribute Fifty Dollars ($50.00) to the advertising
information  monthly/On-line fund ("AIM/On-Line").  This contribution is used to
produce  collateral  advertising  materials and to pay third party  unaffiliated
companies who provide computer services to the on-line Internet system.

         The  AIM/On-Line  payments  referred to herein will be paid in the same
manner as all Service Fees, i.e., automatic payment plan.

         The  AIM/On-Line  payments  referred  to herein  shall be  adjusted  on
September  1st of each year on the basis of the  change  in the  Consumer  Price
Index, as defined in this Agreement.

         12.2     The local  advertising  cooperative  that  Licensee  must join
shall submit any and all advertising and promotional materials to be used by the
cooperative  to Licensor for its prior  approval,  which  approval  shall not be
unreasonably withheld.

         12.3     In the event a cooperative  fund has not been  established  in
Licensee's  marketing area,  Licensee shall spend a minimum of One Hundred Fifty
Dollars ($150.00) per month for local  advertising and promotion,  provided that
all advertising material and promotional schemes and the location of advertising
material shall be approved in writing, in advance,  by Licensor,  which approval
may  not  arbitrarily  or  unreasonably  be  withheld.  Licensee  shall  use the
advertising  mats,  formats and layouts as  designated  by Licensor from time to
time.  Licensee  shall  refrain from using in its own  advertising  the image or
visual  likeness  of any  individual,  real or  fictitious,  unless it has first
obtained  the consent and  approval  in writing of  Licensor.  Any such image or
likeness  may be used only as approved  by  Licensor.  Licensee  shall cause all
advertising  material  prepared by it for use to reproduce the Travel Network(R)
name and other  Proprietary  Marks exactly and accurately  and with  appropriate
trademark  registration  notices,  and shall  refrain  from the use of any other
names in association with the Travel Network(R) name and other Proprietary Marks
unless consented to and approved in writing by Licensor. Licensor and its agents
shall have the  right,  without  notice,  to enter  upon the  Licensee's  office

        _______ INITIALS

        _______ INITIALS

<PAGE>

premises and seize any  objectionable  signs or other advertising or promotional
material, and to keep or destroy same without paying therefor, and without being
deemed guilty of trespass or other tort. Licensee shall submit invoices and tear
sheets  to  Licensor,  on a monthly  basis,  to  evidence  that he has spent the
minimum amount of One Hundred Fifty Dollars  ($150.00) on local  advertising and
promotion.

                                  ARTICLE XIII
                           LOCATION AND MARKETING AREA
                           ---------------------------

         13.1     The  scope  of  Licensee's   marketing   area  is  subject  to
applicable laws.

         13.2     Except for Rural  Program  licensees,  a licensee  receives an
area of primary  responsibility  ("APR") which will vary in size and dimensions.
The criteria used for determining the boundaries of the APR include:  the number
of residential homes,  condominiums  and/or  apartments;  the number of business
offices;  the number of large commercial  organizations;  the apparent degree of
affluence of residents  and  businesses  within the APR;  major and  restricting
topographical  features which clearly define  contiguous  areas, such as rivers,
mountains,  major  freeways,  and  undeveloped  land areas;  the  automobile and
walking  traffic  that  passes  and/or is active in the APR;  and the density of
residential  and  business  entities.  As  a  result  of  these  considerations,
different  APRs may vary  significantly  in size. The  determination  of the APR
shall be made and agreed upon between Licensor and Licensee. The APR so selected
is described in writing and set forth on a map in Schedule "A",  attached hereto
and hereby  made a part of this  Agreement.  Licensee  may  relocate  his office
within the same APR, and open  additional or branch  offices  therein,  but only
with the prior  written  consent of  Licensor,  which shall not be  unreasonably
withheld.

                                   ARTICLE XIV
                                   TERMINATION
                                   -----------

         14.1     If  Licensor  shall  be in  default  under  the  terms of this
Agreement,  and such default  shall not be cured  within  thirty (30) days after
Licensor's  receipt of a written  Notice to Cure from Licensee  specifying  such
default,  then, in addition to all other remedies at law or in equity,  Licensee
may  immediately  terminate this  Agreement.  Termination of the Agreement under
such  circumstances  shall become  effective  immediately  upon the receipt of a
written Notice of Termination by Licensor.

         14.2     Subject  to  such  notice  and  other  requirements  as may be
imposed  by law,  Licensor  shall  have the  absolute  right to  terminate  this
Agreement, by simple written notice to Licensee, upon, or at any time after, the
occurrence of any of the following events:

                  A.       In the event  Licensee is insolvent or  adjudicated a
bankrupt,  or has an order for relief  filed for or against it under the Federal
Bankruptcy  Laws, or makes an assignment for the benefit of creditors,  and such
condition is not remedied within thirty (30) days after Licensee's  receipt of a
Notice to Cure;  or in the event that a receiver is  appointed  for Licensee and
such receiver is not removed  within thirty (30) days after written  notice from
Licensor to Licensee to obtain such removal.

                  B.       In the event Licensee  defaults in the performance or
observance  of  any  obligations   under  this  Agreement  or  under  Licensor's
Confidential  Manuals  then in  effect,  and such  default  is not  remedied  to
Licensor's satisfaction within thirty (30) days after Notice to Cure is received
by Licensee.

                  C.       The assignment, transfer or sale of the travel agency
office, or of any interest therein, or the merger or consolidation of the travel
agency office, other than as permitted under Article XVII below.

                  D.       If the Licensee knowingly or recklessly makes a false
representation  or material  mistake or  omission  in any of the  reports  which
Licensee  may be  required  to  furnish  to  Licensor  pursuant  to the  License
Agreement or in accordance with the Confidential Manuals.

        _______ INITIALS

        _______ INITIALS

<PAGE>

                  E.       If the  Licensee  or any  officer,  partner,  member,
director or  stockholder  of Licensee is convicted  of any crime  which,  in the
opinion of Licensor,  may adversely  affect the goodwill or interest of Licensor
or the Licensee's business.

                  F.       If the  Licensee  fails to locate and open his agency
for  business  within  six (6)  months  from the  date  Licensor  executes  this
Agreement.

                  G.       If the Licensee's office becomes vacant, abandoned or
deserted, or Licensee fails to remain open for business on a full-time basis.

                  H.       If this  Agreement  goes into  suspension  status for
more sixty (60) days or on more than two (2) occasions.

                  I.       If  the  Licensee   fails  to  pay  the   appropriate
authority, within the time specified by law, any taxes or withholding payments.

                  J.       The  dissolution or the sale of all or  substantially
all of the assets of the Licensee.

                  K.       The loss of or default by  Licensee of his ARC and/or
its IATAN  appointments.  The Licensee may not cure the defaults  enumerated  in
subsections C through K above.

         14.3     Termination  of this Agreement  shall not relieve  Licensee of
any monetary obligations hereunder remaining due at the date of termination, and
Licensee  agrees  to pay  the  same  to  Licensor  promptly  after  termination.
Notwithstanding  termination, a late fee shall continue to accrue on any overdue
obligations  of Licensee at the highest rate allowed by law, and Licensee  shall
continue  to be  obligated  for  any  and  all  costs  and  expenses  (including
reasonable  attorneys'  fees)  incurred  by  Licensor  in  connection  with  the
collection of such obligations, irrespective of whether such costs, expenses and
fees are incurred before or after termination.

                                   ARTICLE XV
                          PROCEDURES AFTER TERMINATION
                          ----------------------------

         15.1     Upon  termination of this  Agreement for any reason,  Licensee
shall cease to be an authorized  Travel Network  licensee and shall pay Licensor
all sums then owing to Licensor within thirty (30) days.

         15.2     Licensee shall  immediately  and  permanently  discontinue and
refrain from the use of all names and  proprietary  marks owned by or associated
with Licensor and all similar names and marks,  and any name or mark  containing
the  designation  "Travel  Network" or the word  "Network"  in any  context.  In
addition,  Licensee  shall  discontinue  and  refrain  from the use of any other
names,  words or marks which might tend to indicate  that  Licensee is or was an
authorized Travel Network licensee.

         15.3     Licensee shall  promptly  destroy or surrender to Licensor all
signs,   stationery,   letterheads,   forms,  operating  manuals,   printed  and
advertising  matter  containing  the words "Travel  Network" or any other names,
words or marks which might tend to indicate the Licensee is or was an authorized
Travel Network  licensee.  The only printed matter  excluded from this provision
are business records of Licensee's past sales which are maintained for recording
purposes only.

         15.4     Licensee shall  immediately  and  permanently  discontinue and
refrain from all  advertising  or  promotional  activities  as a Travel  Network
licensee including,  but not limited to, the immediate removal of any signs from
Licensee's office which contain the Travel Network name or Proprietary Marks.

         15.5     Licensee  shall  thereafter  refrain from doing  anything that
might tend to indicate  that  Licensee is or was an  authorized  Travel  Network
licensee.
        _______ INITIALS

        _______ INITIALS

<PAGE>

         15.6     Licensee  shall  maintain  all records  and  reports  required
pursuant to this Agreement or the Confidential  Manuals for a period of not less
than two (2) years  after the  termination  of the License  Agreement  and shall
allow Licensor to make a final  inspection of Licensee's  financial  records and
books, tax returns and other accounting records.

         15.7     Licensee shall  promptly  execute such documents and take such
steps as may be  necessary  or  appropriate  to delete  Licensee's  listing as a
Travel Network  licensee in the Yellow Pages of the telephone  directory and any
other directory, to terminate any other listing which indicates that Licensee is
or was affiliated with Licensor,  and to cease using all telephone  numbers that
were  previously  used  by  Licensee  in  connection  with  the  conduct  of its
franchised  travel agency  business,  except where  Licensee was a conversion or
purchase conversion licensee, in which case, the foregoing shall not apply.

         15.8     Neither the Licensee,  his spouse or minor  children,  nor any
person acting in concert with them or under their control,  shall,  for a period
of one (1) year from the date of termination or non-renewal,  or the assignment,
transfer or sale of the franchise or any interest therein,  operate,  manage, be
employed by, act as officer, director, agent or consultant for, own, or have any
interest,  legal or beneficial,  direct or indirect,  as  shareholder,  partner,
member,  co-venturer or otherwise, in any retail travel agency, association tour
or charter operation or travel cooperative if:

                  A.       Such agency, association tour, operation,  charter or
travel cooperative is:
                           (i)      Within licensee's APR; or

                           (ii)     Within the APR of any other  Travel  Network
                                    franchise  that was in operation at the time
                                    of   the   sale,    transfer,    assignment,
                                    termination or non-renewal;  or

                           (iii)    Within  five  (5)  miles  of any part of the
                                    outer perimeter of Licensee's APR or the APR
                                    of another Travel Network franchise that was
                                    in  operation  at  the  time  of  the  sale,
                                    transfer,      assignment,      termination,
                                    non-renewal; and

                  B.       Such agency, association tour or charter operation or
travel  cooperative,  regardless of its location,  has aggregate  Gross Sales of
more than Five  Thousand  Dollars  ($5,000),  during the  aforesaid one (1) year
period,  to customers  who obtained  travel  services  from or through  Licensee
during  the two  (2)  year  period  prior  to the  sale,  transfer,  assignment,
termination or non renewal.

                  "Gross   Sales"   means   the  sale  of  any  form  of  travel
arrangements, service or insurance, whereby the service contracted for has taken
place.  The term "Licensee" as used in this  restrictive  covenant  includes all
legal  and  beneficial  shareholders,  partners  and  members  of  a  corporate,
associate or partnership Licensee.

                  C.       Inasmuch  as  the  monetary   damages   flowing  from
Licensee's  failure to promptly and fully comply with all of the obligations set
forth in  sub-paragraph  "A" above are  difficult  to  compute  with  certainty,
Licensee and Licensor agree to liquidate such damages as follows: commencing ten
(10) days after Licensor notifies Licensee of the termination of this Agreement,
or commencing ten (10) days after the  non-renewal of this  Agreement,  for each
day, or part thereof,  that Licensee fails to fully comply with any of the above
obligations,  Licensee shall pay to Licensor,  as liquidated damages, the sum of
Fifty Dollars  ($50.00) per day.  Licensor's  right to such  liquidated  damages
shall not impair its right to enjoin  Licensee from failing to fully comply with
all of the above obligations.

                  D.       Licensee  shall  not  employ  or seek to  employ  any
person who is at that time employed by Licensor,  any Regional President,  or by
any System licensee, or otherwise, directly or indirectly, to induce such person
to leave his or her employment.

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<PAGE>

                                   ARTICLE XVI
                                   SUSPENSION
                                   ----------

         16.1     In the event a payment  due from  Licensee  under  Articles I,
III, VII, or XII of this  Agreement is not received by Licensor  within ten (10)
days of the due date of such payment, Licensor's obligations and duty to perform
under this Agreement  shall be suspended  until such suspension is lifted as set
forth in Section 16.5 below.

         16.2     Suspension  shall  automatically  go into effect ten (10) days
after the due date of any payment that is not  received by Licensor  within that
ten (10) day  period.  No  notice  by  Licensor  shall be  necessary  to  effect
suspension.  However,  Licensor  shall give notice to Licensee  that it has been
subjected to suspension, advising Licensee of that fact and the reason for it.

         16.3     During the period of suspension,  Licensee may continue to use
the  Proprietary  Marks  licensed  to it under  this  Agreement  and to  conduct
business  as  a  Travel  Network  franchise.   However,  during  the  period  of
suspension,   Licensor  shall  not  be  obligated  to  render  any  performance,
assistance or services to or for Licensee,  including, but not limited to, using
the  advertising  fund for  Licensee's  benefit or listing  Licensee as a Travel
Network licensee in advertising or promotional materials.

         16.4     During the period of suspension, all of Licensee's obligations
under this Agreement,  including,  without limitation,  his obligation to timely
pay  advertising  and other fees  hereunder,  shall  continue  in full force and
effect notwithstanding the suspension of Licensor's duties hereunder.

         16.5     A  suspension  may be lifted  only by  Licensor's  receipt  of
payment, in full, of the monies whose non-payment gave rise to suspension,  plus
a late fee thereon as provided in Section  3.6,  plus all other  monies and fees
since due Licensor under this Agreement (with a late fee thereon if applicable),
plus the collection  costs, if any,  attendant to Licensor's  efforts to collect
monies  from  Licensee  that were not paid when due.  In this  regard,  Licensee
agrees to pay all costs and expenses  attendant to Licensor's  collection of any
past due monies from Licensee,  including Licensor's  reasonable attorneys' fees
attendant  thereto,  irrespective  of whether  Licensor  be  successful  in such
collection efforts.

         16.6     Licensee  agrees  that the fact  that it may have a  complaint
against  Licensor,  or the fact that  Licensee  may  believe  Licensor  to be in
default under this Agreement,  shall not be a ground for avoiding  suspension or
for  failing  to make any  payment  required  under  this  Agreement  when  due.
Licensee's  sole right,  remedy and recourse in such events shall be to make its
payments  hereunder "under protest" and sue for their recovery and for any other
damages that  Licensee  believes it may be entitled to,  and/or to give Licensor
notice under Section 14.1 and terminate this Agreement if the default  specified
in such notice is not timely cured,  in which event Licensee shall be subject to
the post-termination provisions of Article XV.

         16.7     During any period of suspension, Licensor shall have the right
to take  payment of any monies due to Licensor  from  Licensee out of monies due
Licensee that come into Licensor's possession or control.

         16.8     Nothing  contained  in this  Article XVI shall be construed as
limiting  Licensor's right to terminate under Article XIV if Licensor decides to
exercise  its option to  terminate  under that  section  and if the  grounds for
termination under that section exist.

                                  ARTICLE XVII
                                   ASSIGNMENT
                                   ----------

         17.1     This  Agreement  is personal,  being  entered into in reliance
upon, and in consideration of, the skill,  qualifications and representations of
and trust and confidence  reposed in Licensee and its  principals.  Accordingly,
neither  this  Agreement,  nor any of the rights or  privileges  of the  license
granted hereunder,  nor any interest in the travel agency office, shall be sold,
assigned,  or transferred  without the prior written consent of Licensor,  which
shall not be  unreasonably  withheld.  Any  transfer,  sale or  assignment  made
without  Licensor's  prior written consent shall be void.  Without  limiting the
reasons for Licensor  withholding its consent,  it is agreed that Licensor shall
have the  absolute  right  to  withhold  its  consent  for any of the  following
reasons:

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<PAGE>

                  A.       Failure  of  the  proposed  assignee,   purchaser  or
transferee,  and of all  persons  having a legal or  beneficial  interest in the
assignee,  purchaser or transferee, to make full and accurate written disclosure
of their business backgrounds, financial status and credit worthiness;

                  B.       Failure of all legal and beneficial shareholders of a
proposed  corporate  transferee,  assignee or purchaser to personally  guarantee
such corporation's  obligations to Licensor in the form and manner prescribed by
Licensor;

                  C.       Failure  of the  existing  Licensee,  and  all of its
officers,  directors,  shareholders,  partners and members, and the proposed new
licensee,  and  all of  its  officers,  directors,  shareholders,  partners  and
members, to execute general releases in favor of Licensor, any subsidiary and/or
affiliated  corporation of Licensor,  and their respective officers,  directors,
partners,  shareholders,  employees  and  agents,  for all  claims and causes of
action  which  accrued  prior to the date of the sale,  assignment  or transfer,
provided,  however,  that all rights  enjoyed by the  Licensee and any causes of
action  arising in its favor from the  provisions  of Article 33 of the New York
General  Business  Law and the  regulations  issued  thereunder  shall remain in
force;  it being the intent of this proviso that the  non-waiver  provisions  of
Section 687.4 and 687.5 of the G.B.L. be satisfied;

                  D.       Any   existing   default  by   Licensee   under  this
Agreement, or under any other agreement between the Licensee and Licensor, as of
the time that the sale, transfer or assignment is proposed;

                  E.       Failure of the proposed operators of the transferred,
sold or assigned franchise to undergo the necessary training to operate a Travel
Network franchise;

                  F.       The proposed new  Licensee,  or any of its  officers,
directors,  shareholders,  partners or members, (legal or beneficial) having any
interest in any other travel  business or operation  that is not  franchised  by
Licensor;
                  G.       Failure of the  proposed  new licensee to execute the
then-current  form of License  Agreement,  with  accompanying  documents,  being
offered by Licensor to new licensees;  provided,  however, that the proposed new
licensee  shall not be required  to pay the  Initial  License Fee under that new
form of  agreement;  that the duration of the  franchise  under that new form of
agreement  shall be equal to the balance of the existing  Licensee's  term under
this Agreement;  and that, until such time as the unexpired term of the existing
Licensee shall come up for renewal,  the Service and Advertising  Fees due under
that new form of  agreement  shall be the same as those that would have been due
under this Agreement;

                  H.       Failure  to  pay  Licensor  the   non-refundable  Two
Thousand Dollars ($2,000) Transfer Fee that must accompany Licensor's consent to
any transfer, assignment, or sale. No part of such Two Thousand Dollars ($2,000)
Transfer Fee is refundable, even if the proposed transfer, sale or assignment is
not consummated or becomes undone for any reason whatsoever.

                  "Sale,  transfer or assignment"  includes the consolidation or
merger of a corporate Licensee.

                  "Sale, transfer or assignment" does not include the passing of
any  interest  in the  franchise  to the heirs of  Licensee,  its  shareholders,
partners  or  members,  upon  death,  but does  include  any sale,  transfer  or
assignment  by such heirs for which,  at a minimum,  all of the  conditions  set
forth in Paragraphs "A" through "H" above must be met;

                  I.       Licensee shall be required to provide  written notice
of any bona fide sale  transfer or  assignment of the franchise and the terms of
said offer.  Licensor  shall have thirty (30) days in which to elect  whether it
wishes to acquire  Licensee's  franchise  under the same terms and conditions as
are set forth in the third party offer;

                  J.       Licensor  will  consent  to  any  sale,  transfer  or
assignment  that is  solely a  transaction  between  the  partners,  members  or
shareholders of a corporate, partnership or associate Licensee, provided:

        _______ INITIALS

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<PAGE>

                           (i)      Such partners,  shareholders or members were
                                    partners,  shareholders  or  members  at the
                                    time of the execution of this Agreement, and

                           (ii)     Such  partners,   shareholders   or  members
                                    personally guaranteed Licensee's obligations
                                    under this Agreement, and

                           (iii)    Conditions in Sections  17.1 "C"and  17.1"D"
                                    above,   regarding   general   releases  and
                                    defaults, are satisfied.

                  In the  case of  such a  sale,  assignment  or  transfer,  the
balance of the conditions set forth Section 17.1 above need not be met;

                  K.       Licensor  will  consent  to  any  sale,  transfer  or
assignment that is solely between Licensee and a corporation formed by Licensee,
provided:

                           (i)      None of the legal or beneficial shareholders
                                    of such  corporation  is anyone  other  than
                                    Licensee,  or its  partners or  members,  if
                                    Licensee is a  partnership  or  association,
                                    and

                           (ii)     Conditions  in Section 17.1 "B", "C" and "D"
                                    above,    regarding   guarantees,    general
                                    releases and defaults, are satisfied. In the
                                    case of such a sale, assignment or transfer,
                                    the balance of the  conditions  set forth in
                                    Section 17.1 need not be met;

                  L.       Licensor  shall  have  the  right  to  assign  and/or
delegate any or all of its rights, duties and obligations hereunder to any third
party to the extent  permitted  by law. At such time as  Licensor  may assign or
delegate its  responsibilities  or rights herein,  written  notification of said
assignment or delegation must be made to Licensee by Licensor within thirty (30)
days thereafter.

                                  ARTICLE XVIII
                         DEATH OR INCAPACITY OF LICENSEE
                         -------------------------------

         Upon the death or mental  incapacity  of Licensee,  Licensor  shall not
terminate this Agreement, provided:

                  A.       The travel agency office  remains fully  operational,
                           and

                  B.       The Licensee does not default  under this  Agreement,
following  the  death  or  incapacity  of the  Licensee  or one or  more  of its
shareholders or partners.

         Any sale,  transfer,  or assignment by the personal  representatives or
heirs shall be dealt with in the manner set forth in Article XVII above.

                                   ARTICLE XIX
                                    HEADINGS
                                    --------

         The titles or headings to sections of this  Agreement are not a part of
this Agreement and shall have no effect upon the construction or  interpretation
of any part thereof.

                                   ARTICLE XX
                            CONSTRUCTION OF AGREEMENT
                            -------------------------

         This  Agreement,  and  any  controversies  relating  thereto  shall  be
governed  by,  interpreted,  and  resolved  under  the laws of the  State of New
Jersey. In the event Licensee's travel agency office is located in a state which

        _______ INITIALS

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<PAGE>

has statutory  franchise  laws that are  different  from those of the law of the
State of New Jersey,  the law of the State of New Jersey  shall  govern,  to the
exclusion of the statutory franchise laws of any other state, it being agreed by
the parties that the State of New Jersey has the most significant  contacts with
and the paramount state interest in any controversy  relating to this Agreement.
In the event  that any  provision  of this  Agreement  shall be held  invalid or
unenforceable,  it shall be deemed modified, but only to the extent necessary to
make it lawful. To effect such modification,  the said provision shall be deemed
deleted,  added to and/or  rewritten,  whichever  shall most fully  preserve the
intentions of the parties as originally expressed herein.

                                   ARTICLE XXI
                                   ARBITRATION
                                   -----------

         21.1     In the event any party is required to employ legal  counsel or
to incur other  reasonable  expenses to enforce any  obligation of another party
hereunder,  or to defend  against any claim,  demand,  action,  or proceeding by
reason of another  party's  failure to perform any obligation  imposed upon such
party by this  Agreement,  and provided that legal action is filed by or against
the first party and such action or the settlement thereof  establishes the other
party's  default  hereunder,  then the  prevailing  party  shall be  entitled to
recover  from the other party the amount of all  reasonable  attorneys'  fees of
such  counsel  and all other  expenses  reasonable  incurred in  enforcing  such
obligation  or in  defending  against  such claim,  demand,  action,  proceeding
whether  incurred prior to or in preparation for or  contemplation of the filing
of such action  thereafter.  Nothing contained in this Paragraph shall relate to
arbitration proceeding pursuant to this Agreement.

         21.2     Except as otherwise  specifically  provided in this Agreement,
the parties agree that in all contract  disputes that cannot be amicably settled
shall be determined  solely and  exclusively  by  arbitration  under the Federal
Arbitration  Act as amended  and in  accordance  with the rules of the  American
Arbitration  Association or any successor thereof.  Arbitration shall take place
at an appointed time and place in the State of New Jersey, County of Bergen.

         21.3     Each party shall select one (1)  arbitrator  (who shall not be
counsel  for the  party),  and the two (2) so  designated  shall  select a third
arbitrator.  If either party shall fail to designate an arbitrator  within seven
(7) days after  arbitration is requested,  or if the two (2)  arbitrators  shall
fail to select a third arbitrator within fourteen (14) days after arbitration is
requested,  then an  arbitrator  shall be selected by the  American  Arbitration
Association or any successor thereto upon application of either party.  Judgment
upon any award of the  majority of the  arbitrators  may grant any relief  which
might  be  granted  by a  court  of  general  jurisdiction,  including,  without
limitation, by reason of enumeration, award of damages (but excluding injunctive
relief),  and may, in the discretion of the arbitrators,  assess in addition the
costs of  arbitration,  including the  reasonable  fees of the  arbitrators  and
reasonable  attorneys' fees,  against either or both parties,  in proportions as
the arbitrators shall determine.

                                  ARTICLE XXII
                              LIMITATIONS OF ACTION
                              ---------------------

         Licensee  does hereby agree and  stipulate,  notwithstanding  any other
existing  or  prevailing  statutes or codes,  that any and all claims,  charges,
suits, or causes of action which arise in favor of Licensee  against Licensor by
reason of this  Agreement must be commenced not later than one (1) year from the
earliest accrual date of such claims, charges, suits or causes of action.

                                  ARTICLE XXIII
                                     NOTICES
                                     -------

         23.1     Any notices to be given hereunder shall be in writing, and may
be delivered personally or by mail with postage fully prepaid.

         23.2     Any notice to be delivered  to Licensor  shall be addressed to
it at 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07032.

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<PAGE>

         23.3     Any notice to Licensee  shall be  delivered to the address set
forth on Page One of this  Agreement  or to the  address  of  Licensee's  travel
agency office.

         23.4     The  address  specified  herein for  service of notices may be
changed at any time by the party making the change giving  written notice to the
other party.  Any notice  delivered by mail shall be deemed  delivered  five (5)
days after mailing.

                                  ARTICLE XXIV
                           REPRESENTATIONS AND RECEIPT
                           ---------------------------

         24.1     Licensee  acknowledges  the  receipt of  Licensor's  financial
statements  and  Offering  Prospectus  where  required by  prevailing  law,  all
proposed agreements  relating to the sale of this franchise to Licensee,  and an
opportunity to review Licensor's current Confidential  Manuals, no less than ten
(10) days prior to the execution of this Agreement.

         24.2     Each of the  undersigned  parties  warrants  that he has  full
authority to sign and execute this  Agreement.  If Licensee is a corporation  or
partnership,  the  individuals  executing  this  Agreement  on  behalf  of  such
corporation or partnership  warrant to Licensor,  both individually and in their
own  capacities  as  partners  or  officers,  that  all of the  partners  in the
partnership,  or all of the  shareholders  of the  corporation,  have  read  and
approved this Agreement,  including any restrictions which this Agreement places
upon the right to transfer their interest in the partnership or corporation.

         24.3     Licensee  acknowledges  that he has  conducted an  independent
investigation  of this  franchise,  and  recognizes  that the  business  venture
contemplated by this Agreement  involves  business risks and that the success of
this franchise will be totally  dependent upon the ability of the Licensee as an
independent  businessperson.  Licensor  expressly  disclaims  the making of, and
Licensee  acknowledges  that he has not  received  any  warranty  or  guarantee,
express or implied, as to the potential volume,  profits,  earnings or potential
earnings or success of the business venture contemplated by this Agreement.

                                   ARTICLE XXV
                             MODIFICATION AND WAIVER
                             -----------------------

         This  document  constitutes  the entire  agreement of the  parties.  No
representation,  warranty,  covenant,  projection,  earnings  claim,  promise or
agreement,  even if  previously  or  contemporaneously  made,  shall survive the
signing of (or be implied from anything contained in) this document unless it be
expressly stated herein or in the Offering Prospectus given to Licensee.  Except
as  provided  under  Article XX, this  Agreement  may not be altered,  modified,
terminated  or discharged  except by a writing  signed by the party against whom
such  alteration,  modification,  termination  or  discharge  is  sought  to  be
enforced.  The failure  (whether or not knowing and whether or not prolonged) to
take  action  against a breach or  default  under  this  Agreement  shall not be
construed as a waiver of the right to take action against such or similar breach
or default,  it being understood that no waiver shall be effective and no waiver
is to be relied upon unless it be made in a writing  signed by the party charged
with it.

                                  ARTICLE XXVI
                   INDEPENDENT CONTRACTOR AND INDEMNIFICATION
                   ------------------------------------------

         26.1     It is  understood  and agreed by the parties  hereto that this
Agreement does not create a fiduciary  relationship  between them, that Licensee
shall be an  independent  contractor,  and that  nothing  in this  Agreement  is
intended to constitute either party an agent, legal representative,  subsidiary,
joint  venturer,  partner,  employee,  or servant  of the other for any  purpose
whatsoever.

         26.2     During the term of this Agreement,  and any extensions hereof,
Licensee  shall  hold  itself  out to the  public as an  independent  contractor
operating the business  pursuant to a license from Licensor.  Licensee agrees to

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<PAGE>

takes such action as may be necessary to do so, including,  without  limitation,
exhibiting a notice of that fact in a  conspicuous  place in  Licensee's  office
(the content of which  Licensor  reserves the right to specify),  and (as and if
directed by  Licensor)  in its  advertising  and on its forms,  stationery,  and
promotional materials.

         26.3     It is  understood  and agreed that  nothing in this  Agreement
authorizes Licensee to make any contract, agreement, warranty, or representation
on  Licensor's  behalf,  or to incur any debt or other  obligation in Licensor's
name;  and that Licensor  shall in no event assume  liability  for, or be deemed
liable  hereunder  as a result of, any such  action,  or by reason of any act or
omission of Licensee in any of its operations hereunder or any claim or judgment
arising therefrom against Licensor.  Licensee shall indemnify and hold Licensor,
and Licensor's officers, shareholders,  directors, agents and employees harmless
against any and all such claims arising directly or indirectly from, as a result
of,  or in  connection  with,  Licensee's  operation  of the  business  licensed
hereunder, as well as the costs, including attorneys' fees, of defending against
them, but such indemnification  shall not extend to the breaches or civil wrongs
of the Licensor.

     IN WITNESS  WHEREOF the parties have signed this Agreement the _____ day of
_________ , 2 __


Licensee _________________________  Licensee __________________________________


                                    Regional President __________(If Applicable)


                                    ETRAVNET.COM, INC.


                                    By:_________________________________________



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<PAGE>




                               ETRAVNET.COM, INC.

                     START-UP FULL SERVICE LICENSE AGREEMENT
                     ---------------------------------------

                                  SCHEDULE "A"


                         Area of Primary Responsibility


   The following sets forth Licensee's Area of Primary Responsibility ("APR"):


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

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

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

<PAGE>


                                                                     EXHIBIT "A"

                               ETRAVNET.COM, INC.

                                    GUARANTEE
                                    ---------

        The undersigned  acknowledge  having read that certain License Agreement
dated , between  ETRAVNET.COM,  INC.  ("ETRAVNET")  and ("Start-Up  Full Service
Licensee") (the "Agreement").

         As an inducement for, and in  consideration  of,  ETRAVNET's entry into
the Agreement, the full, prompt and faithful performance of all of Start-Up Full
Service Licensee's obligations thereunder, as the same may be modified from time
to time,  including Start-Up Full Service Licensee's  obligations of payment and
indemnity,  are hereby  guaranteed,  jointly and severally,  by the undersigned.
Without limiting the foregoing,  the undersigned  hereby  personally  assume the
obligations  set forth in Articles III and X of the Agreement,  without  thereby
diminishing  Start-Up Full Service  Licensee's  continuing  obligations  in that
regard.

         The resolution of any  controversy  relating to this Guarantee shall be
pursued and had in the same manner  provided in Article  XVII of the  Agreement,
using the guarantors'  respective  addresses as designated below or as hereafter
changed in the manner prescribed by Article XX of the Agreement.

         This Guarantee may not be altered, modified, terminated,  discharged or
waived  except  in the  manner  indicated  in  Article  XIII  of the  Agreement.
Alteration,  modification,  termination or discharge of the Agreement, or of the
obligations of one or more of the  undersigned,  may be made without the consent
or notice to the rest of the  undersigned  and without  thereby  diminishing the
undersigned's  full  unlimited   guarantee  of  all  of  Start-Up  Full  Service
Licensee's obligations under the Agreement as modified.

         Each of the undersigned acknowledge that ETRAVNET may demand, and shall
be entitled to receive,  payment in full from him under this  Guarantee  without
first attempting to collect payment of the obligations guaranteed hereunder from
Start-Up Full Service Licensee or the other guarantors.

         The  undersigned  waive the right to assert any set-off or counterclaim
or any defense available to Start-Up Full Service Licensee in any action brought
against the undersigned under this Guarantee.

         This  Guarantee  shall be  binding  upon the  legal  successors  of the
undersigned.

         This  Guarantee  shall  survive the  expiration or  termination  of the
Agreement.

         Wherever the test of this Guarantee requires,  the use of the plural or
the masculine shall denote also the singular or the feminine.


Dated _______________________                   ________________________________

                                                ________________________________

                                                ________________________________

                                                ________________________________



<PAGE>


                                                                     EXHIBIT "B"

                                 ETRAVNET.COM, INC.

                     TRANSFER OF FRANCHISE TO A CORPORATION
                     --------------------------------------

         The  undersigned,  an officer,  director and owner of a majority of the
issued and  outstanding  voting stock of the corporation set forth below and the
Start-Up  Licensee  of the  Travel  Agency  under a Start-Up  License  Agreement
executed on the date set forth below, between himself and ETRAVNET.COM, INC., as
Licensor,  granting him a license to operate at the location set forth below and
the other undersigned  directors,  officers and shareholders of the corporation,
who  together  with  Start-Up  Full  Service  Licensee  constitute  all  of  the
shareholders of the  corporation,  in order to induce Licensor to consent to the
assignment of the Start-Up Full Service License  Agreement to the corporation in
accordance  with the  provisions  of Article XIII of the  Start-Up  Full Service
License Agreement, agree as follows:

         1.       The  undersigned  Start-Up Full Service  Licensee shall remain
personally  liable in all respects under the License Agreement and all the other
under signed officers,  directors and stockholders of the corporation  intending
to be legally bound hereby,  agree jointly and severally to be personally  bound
by the provisions of the Start-Up  License  Agreement,  to the same extent as if
each of them  were the  Start-Up  Licensee  set  forth in the  Start-Up  License
Agreement  and  they  jointly  and  severally  personally  guarantee  all of the
Start-Up Licensee's obligations set forth in said Agreement.

         2.       The  undersigned  agree  not  to  transfer  any  stock  in the
corporation  without the prior  written  approval of the Licensor and agree that
all stock  certificates  representing  shares in the corporation  shall bear the
following legend:

                  "The  shares  of stock  represented  by this  certificate  are
                  subject  to the terms and  conditions  set forth in a Start-Up
                  License  Agreement  dated  ____________,   20_____  ,  between
                  ____________________and ETRAVNET.COM, INC."

         3.       _________________________or his designee shall devote his best
efforts to the day-to-day operation and development of the Travel Agency.

         4.       ___________________hereby  agrees  to become a party to and to
be bound by all of the provisions of the License Agreement  executed on the date
set forth below between Start-Up  Licensee and  ETRAVNET.COM,  INC., to the same
extent as if it were named as the Start-Up Full Service Licensee herein.

Date of Start-Up License Agreement: ________________________________________

Location of Travel Agency: _________________________________________________

WITNESS:

____________________________                        ____________________________

____________________________                        ____________________________

____________________________                        ____________________________
                                                         Name of Corporation



<PAGE>


ATTEST:

_______________________________     By:___________________________________(SEAL)


        In consideration  of the execution of the above agreement  ETRAVNET.COM,
INC.,   hereby   consents  to  the  above   referred  to   assignment   on  this
___________________ day of__________________, 20____.


                                    ETRAVNET.COM, INC.

                                    By:_______________________________ ( SEAL )




<PAGE>


                                                                     EXHIBIT "C"

                               ETRAVNET.COM, INC.

                            CONFIDENTIALITY AGREEMENT
                            -------------------------

        THIS  AGREEMENT  is  entered  into  this  _____  day of  ______________,
20_______,  by and between  ______________________________  of _________________
("Start-Up Licensee" or "Franchisee") and _______________________("Manager").

         WHEREAS,  Franchisee  has entered  into an ETRAVNET  License  Agreement
("License Agreement") with ETRAVNET.COM,  INC. as Franchisor  ("Franchisor") for
the exclusive right and license to operate a Travel Network Franchise ("Agency")
located at

         WHEREAS,  as a condition  for entering into said  Franchise  Agreement,
Franchisee  agreed that should he seek to have a Manager  manage  and/or work at
his  Franchise,  Franchisee  would  cause  said  person to enter  into a certain
Confidentiality Agreement containing the terms set forth herein.

         WHEREAS,  concurrently  with entering into an arrangement  whereby such
Manager  undertakes  to manage  and/or work at this Agency,  such person  hereby
agrees to execute this Agreement.

         NOW, THEREFORE,  in consideration of the premises, the covenants of the
parties herein contained, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Term of Agreement.
                  ------------------

         The term of this  Agreement  shall  begin on the date hereof and end on
the effective date of termination, whether for cause or otherwise, of employment
of  Manager by  Franchisee,  injunction  restraining  Manager's  competition  in
contravention of the Covenant  Not-to-Compete  and/or disclosure of Confidential
Information.

         2.       Confidential Information.
                  -------------------------

         Manager  agrees that the  information  and  material  contained  in the
ETRAVNET Manual ("Manual"),  any amendments or modifications  thereto, any trade
secrets or certain  other  information  disclosed or divulged by  Franchisor  or
Franchisee,   their  servants,   agents,  employees  or  others  in  Proprietary
Information.  "Proprietary  Information"  means information not available in the
trade or to the public and which is disclosed  only to persons in a confidential
relationship  with either the Franchisor or Franchisee or to those persons whose
access  to such  information  is on a  need-to-know  basis,  including,  without
limitation,   all  materials  contained  in  the  Manual,   periodic  memoranda,
processing systems or instructional materials,  development or financing methods
of Franchisor or Franchisee, marketing plans, sales methods or customer lists of
Franchisor or  Franchisee or any other  specific  confidential  business  matter
owned by Franchisor  or loaned to  Franchisee.  Manager  agrees not to disclose,
divulge or transfer  to any third  party,  except in the  pursuit of  ETRAVNET's
business,  any Proprietary  Information  acquired by Franchisee,  Manager by any
means  whatsoever in connection  with  Franchisee's  Travel  Network  Franchise.
Manager  further  agrees  that upon  termination  or  expiration  of his term of
employment,  for cause or  otherwise,  he will not take with him in any  written
form any of the  information  contained  in the Manual or in any  amendments  or
modifications  thereto,  nor will he duplicate or reproduce same for his own use
or for the use of any third party.

         3.       Covenant Not-to-Compete.
                  ------------------------

         During the term of this  Agreement as set forth herein and for a period
of two (2) years  thereafter,  Manager  agrees and covenants that he will not in
any way,  directly  or  indirectly,  have any  interest  as an  owner,  partner,
director,  officer,  employee,  consultant,  representative,  or  in  any  other
capacity,  in any franchised  travel business or join another  franchised travel
system, either as a salesman selling franchises,  servicing a franchised system,
or join as a franchisee  located or operating at the premises or within ten (10)
miles of such premises or any other Travel Network  franchisee's Area of Primary
Responsibility involving significant or insignificant part, the sale of products
and services then offered by Travel Network  franchisees  under the then-current
Franchise  Agreement,  nor shall  Manager  either  directly or  indirectly,  for
himself,  or  through,  or on behalf  of,  or in  conjunction  with any  person,
persons,  partnership or corporation,  divert or attempt to divert, any business

<PAGE>

or customer of the business franchised  hereunder to any competitor by direct or
indirect inducement or otherwise.

         4.       Inadequate Remedy At Law.
                  -------------------------

         Manager  acknowledges and agrees that any violation of the Confidential
Information and the Covenant Not-to-Compete sections set forth in Sections 2 and
3 herein will cause  Franchisor  irreparable  injury which cannot be  adequately
compensated by damages.  Accordingly, in the event of breach of either Section 2
or Section 3 or both,  Franchisor shall be entitled,  without limiting any other
available remedies,  to seek an injunction  restraining Manager's competition in
contravention of the Covenant  Not-to-Compete  and/or disclosure of Confidential
Information.

         5.       Governing Law.
                  --------------

         This Agreement will be governed by and construed in accordance with the
laws of the State of New Jersey.

         6.       Severability.
                  -------------

         The invalidity or unenforceability of any particular  provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable  provision were
omitted.

         7.       Owner/Third Party Rights.
                  -------------------------

         As the owner of the  Proprietary  Information  and therefore as a third
party beneficiary of this Agreement,  ETRAVNET shall have the absolute right and
authority to enforce the terms of this  Agreement,  at the sole cost and expense
of Franchisee.

         8.       Notices.
                  --------

         Unless and until such written  notice shall be delivered in  accordance
with  the  provisions  set  forth  herein,  any and all  notices  and all  other
communication  provided  for herein  shall be in  writing  and shall be given by
personal  service or by  depositing  same in the United  States  Mail is sent by
registered or certified mail, postage prepaid and addressed:

         To Franchisee at:          ____________________________________________
                                    ____________________________________________
                                    ____________________________________________

         and to Manager at:         ____________________________________________
                                    ____________________________________________
                                    ____________________________________________


         with copies to:            ETRAVNET.COM, INC.
                                    560 Sylvan Avenue
                                    Englewood Cliffs, NJ 07632



<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands,
as of the date and year first above written.


                                    ___________________________________________
                                    Start-Up Licensee


                                    By: _______________________________________


                                    ___________________________________________
                                    as Manager


                                    ___________________________________________
                                    Name Printed


                                    ___________________________________________
                                    Address

                                    ___________________________________________


                                    ETRAVNET.COM, INC.


                                    By ________________________________________



<PAGE>


                                                                     EXHIBIT "D"

                               BANK AUTHORIZATION FORM
                               -----------------------

         This form is to be forwarded to your bank,  and a copy faxed back to us
at 201-871-7676.

                  (a) Return one copy to ETRAVNET.COM, INC.
                  (b) Authorization to Honor Electronic Payments Drawn by Travel
                      Network Ltd.

         TO: _______________________________________________
                           (Name of Bank)

____________________________________________________________
                           (Branch Address)

____________________________________________________________
                           (City & State)

The  undersigned  hereby  requests and  authorizes  you to pay and charge to the
undersigned's account, electronic transfer payments drawn on that account by and
payable  to the order of Travel  Network  Ltd.  (Bank of New York,  Account  No.
610-4671-991)  provided  there are  sufficient  funds in said account to pay the
same upon  presentation.  It is agreed  that your  rights  with  respect to each
electronic  transfer  shall  be the same as if it were  drawn on you and  signed
personally by the undersigned.

It is also agreed that the amount of each electronic  transfer will not exceed $
________ per month per transfer.

This  authorization  shall remain in effect until revoked by the  undersigned in
writing,  and it is agreed that you will be fully protected in honoring any such
electronic transfer until such revocation is received by you.



__________________________________________________   ___________________________
         Account Title                                        Account Number

__________________________________________________   ___________________________
         Bank ABA/Routing #                                   Signature

__________________________________________________
         Date


<PAGE>


                                                                     EXHIBIT "E"

                         TELEPHONE ASSIGNMENT AGREEMENT
                         ------------------------------

        THIS TELEPHONE  ASSIGNMENT  AGREEMENT is made as of this ___________ day
of  __________________  ,  20____ by and  between  _____________________________
(hereinafter  the "Assignor")  and  ETRAVNET.COM,  INC., a New York  corporation
(hereinafter the "Assignee").

                              W I T N E S S E T H:

         WHEREAS,  the Assignee has  developed and owns the  proprietary  system
("System') for the operation of a travel agency  business under the service mark
and logo TRAVEL NETWORK (the "Franchised Business");

         WHEREAS,  the  Assignor  has  been  granted  a  license  to  operate  a
Franchised     Business     pursuant    to    a    License    Agreement    dated
__________________________, in accordance with the System;

         WHEREAS, in order to operate his/her Franchised Business,  the Assignor
shall  be  acquiring  one or more  telephone  numbers,  telephone  listings  and
telephone directory advertisements; and

         WHEREAS, as a condition to the execution of the License Agreement,  the
Assignee  has  required  that the  Assignor  assign all of its right,  title and
interest in its telephone numbers,  telephone  listings and telephone  directory
advertisements  to the  Assignee  in the event of a  termination  of the License
Agreement;

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

         1.       Assignment.  In  the  event  of  termination  of  the  License
Agreement,  and in order to secure  continuity and stability of the operation of
the System,  the Assignor  hereby sells,  assigns,  transfers and conveys to the
Assignee all of his/her  right,  title and interest in and to certain  telephone
numbers,  telephone listings and telephone directory  advertisements pursuant to
which Assignor shall operate his/her Franchised  Business in accordance with the
terms of the License Agreement;  provided, however, such Assignment shall not be
effective  unless and until the License  Agreement is  terminated  in accordance
with the provisions thereof.

         2.       Representation  and  Warranties of the Assignor.  The Assignor
hereby represents, warrants and covenants to the Assignee that:

                  (a) As of the  effective  date of the  Assignment,  all of the
Assignor's  obligations  and  indebtedness  for  telephone,   telephone  listing
services  and  telephone  directory  advertisement  services  shall  be paid and
current;

                  (b)      As of the date  hereof,  the  Assignor has full power
and legal right to enter into, execute, deliver and perform this Agreement;

                  (c)      This  Agreement is a legal and binding  obligation of
the Assignor, enforceable in accordance with the terms hereof;

                  (d)      The  execution,  delivery  and  performance  of  this
Assignment does not conflict with, violate, breach or constitute a default under
any  contract,  agreement or  instrument  to which the Assignor is a party or by
which the  Assignor is bound,  and no consent of nor approval by any third party
is required in connection herewith; and

                  (e)      The  Assignor  has the  specific  power to assign and
transfer  its right,  title and  interest in its  telephone  numbers,  telephone
listings and telephone directory  advertisements,  and the Assignor has obtained
all necessary consents to this Assignment.

<PAGE>

         3.       Effect on Telephone  Company.  This  Agreement  shall serve as
notice to the appropriate telephone company that this Assignment has been agreed
to by the  Assignor  and that it is binding  on the  telephone  company  without
Assignee having to do anything further.

         4.       Miscellaneous.  The validity,  construction and performance of
this  Assignment  shall be governed by the laws of the State of New Jersey.  All
agreements, covenants,  representations and warranties made herein shall survive
the execution hereof.  All rights of the Assignee shall inure to its benefit and
to the benefit of its successors and assigns.

         IN WITNESS  WHEREOF,  each of the parties have executed this Assignment
as of the day and year first written above.

                                            ASSIGNEE:

                                            ETRAVNET.COM, INC.


                                            By:_______________________________

                                            ASSIGNOR:


                                            By:________________________________



<PAGE>

                                                                     EXHIBIT "F"

                               ETRAVNET.COM, INC.
                               LICENSE AGREEMENT

                               SUBLEASE AGREEMENT
                               ------------------

     THIS  SUBLEASE  made as of this ______ day of  __________________,  20_____
("Sublease"),  by and between ETRAVNET.COM,  INC., a New York corporation having
its office at 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 (hereinafter
"Sublessor"), and _______________________, having his/her principal residence at
_______________________________________________ (hereinafter "Sublessee"):


        1.     Sublease:
               ---------

               (a) This Sublease is subject to and  subordinate  in all respects
to the Wal-Mart  Shopping  Center Lease  Agreement  (hereinafter  "Head  Lease")
heretofore  entered into between the Sublessor herein as the Lessee and Wal-Mart
Stores, Inc., as the Lessor, a copy of which Head Lease in is attached hereto as
Exhibit  "A";  and by this  reference  made a part  hereof as if fully set forth
herein.

               (b)  Sublessee  agrees that  nothing  herein  contained  shall be
deemed to grant  Sublessee  any  rights  which  would  conflict  with any of the
covenants and  conditions  of said Exhibit "A" and Sublessee  agrees that he/she
will do nothing  in, on or about the  demised  premises  or fail to do  anything
which would result in a breach of Sublessor of its  undertakings and obligations
under the Head Lease.

               (c) Nothing contained herein shall be construed as a guarantee by
Sublessor  of any of the  obligations,  covenants,  warranties,  agreements,  or
undertakings  of Lessor in the Head Lease nor as an  absolute  or  unconditional
undertaking by Sublessor to perform the  obligations of Lessor on the same terms
as are contained in the Head Lease.

        2.     Premises:
               ---------

               (a) Sublessor  hereby  subleases to Sublessee and Sublessee hires
from  Sublessor,  the premises known as Wal-Mart  Supercenter  #________ and the
space located therein (hereinafter "Premises"),  to be used by Sublessee only as
a licensee of ETRAVNET.COM,  INC. (hereinafter  "Licensor") for the sole purpose
of operating a "Travel Network Vacation  Central" agency  ("Agency")  subject to
the terms of a certain License  Agreement  entered into by and between Sublessor
and Sublessee, dated ___________________, 20____ ("License Agreement").

               (b)  Sublessee  acknowledges  that the Premises are not presently
suitable  for  use  as  an  Agency  and  agrees  to  complete  those   leasehold
improvements at Sublessee's  sole cost and expense in conformity with all of the
terms of the Head Lease and in general  conformity  with the prototype plans and
designs for the Agency.

               (c)  Sublessee  shall  promptly   execute  and  comply  with  all
statutes,  ordinances,  rules, orders,  regulations and requirements of federal,
state and local  governments  and of any and all their  departments  and bureaus
applicable to said Premises.

               (d) Before  commencing  any work or  installing  any  fixtures or
equipment in connection  with repair or  alteration  of the Premises,  Sublessee
shall:

                      1.  Obtain  the  necessary  consents,  authorizations  and
licenses  from  the  federal,   state  and/or  municipal  authorities  asserting
jurisdiction over the work to be done, and no work shall be started or equipment
installed  unless  and until all such  necessary  consents,  authorizations  and
licenses  shall first have been duly  obtained by the Sublessee  and/or  his/her
contractor or other persons doing the work or installing the equipment on behalf
of Sublessee.  The foregoing shall not apply if Sublessor assumes responsibility
for obtaining the foregoing;

<PAGE>

                      2. Subject to the prior approval of the Lessor, enter into
proper  contracts  with  contractors,   subcontractors  and  materialmen,  which
contracts  will provide,  among other  things,  that said work shall be done and
equipment  installed in good workmanlike manner and in accordance with the plans
and  specifications  previously  approved,  and  consents,   authorizations  and
licenses  previously  obtained,  and  which  contracts  shall  provide  that the
contractor or other persons  referred to above will look solely to the Sublessee
for payment and will hold the Sublessor and the Premises free from all liens and
claims of any persons  furnishing  labor or furnishing  materials  therefor,  or
both,  and will also provide  similar  waivers or rights to file liens  obtained
from any and all of said contractors,  subcontractors and materialmen; copies of
said  contracts  together with duly executed  waivers of the right to file liens
executed  by the  contractors  or  other  persons  referred  to  above  shall be
furnished to the Sublessor;

                      3.  Sublessee  shall  also  indemnify  and  save  harmless
Sublessor against any and all bills for labor performed and equipment,  fixtures
and material  furnished to Sublessee in connection  with said work as aforesaid,
and against any and all liens, bills or claims therefor or against the Premises;
and within twenty (20) days, bond or discharge any such liens, the failure to do
so shall be deemed a material breach of this Sublease; and

                      4.  Sublessee,  at  his/her  own  cost and  expense,  with
respect to any repairs or alterations  made by him,  shall promptly  comply with
all laws, ordinances, orders, rules and regulations of each and every department
and  bureau of the city and state and the  United  States  and any other  lawful
authority  asserting  jurisdiction  over the Premises,  as well as all rules and
regulations  contained in the Head Lease and shall  reimburse  Sublessor for any
expenses  incurred  on account of failure by  Sublessee  to comply with any such
requirements,  and any expenses so incurred by Sublessor as aforesaid,  shall be
deemed "additional rent" under this Sublease and due and payable by Sublessee to
Sublessor  on the  first  day of the  month  following  the  payment  of same by
Sublessor.  Sublessee,  or any contractors  employed by Sublessee,  or any other
persons who will do the work or install the  equipment  as  aforesaid,  shall be
fully covered by Worker's Compensation  Insurance and liability insurance in the
minimum  amount  of  $1,000,000/$2,000,000  and  certificates  thereof  shall be
furnished to Sublessor before commencement of any work by any such contractor or
persons as aforesaid.

               (e) If Sublessee requests Sublessor to guarantee an obligation to
the architect or contractor commissioned by Sublessee for the improvements,  and
Sublessor  agrees to do so in a separate  instrument,  Sublessee agrees that any
default in payment by Sublessee to the architect or contractor  shall constitute
a material breach hereof and shall be treated as though  Sublessee has defaulted
in the payment of rent hereunder. Sublessee acknowledges that any such guarantee
will be given by Sublessor merely as an accommodation to Sublessee and Sublessee
agrees  to hold  Sublessor  harmless  thereunder.  This  provision  shall not be
construed to be an  agreement  by Sublessor to make such a guarantee,  which can
only be made in a separate instrument.

        3.     Term:
               -----

               (a) This Sublease shall commence on the date hereof and shall end
one day prior to the end of the Head Lease.

               (b)  Sublessee  shall have such options to renew this Sublease as
are provided to Sublessor in the Head Lease to renew same, if any, which options
shall be conditioned upon Sublessor  exercising in each instance,  the option in
the Head Lease to which Sublessee's option relates and shall be conditioned upon
the License Agreement being in full force and effect and Sublessee being in full
compliance therewith.

               (c) Each option  period,  if any,  shall run for one (1) day less
than the period  available to Sublessor under the Head Lease and shall therefore
expire one (1) day prior to the end of the then-current term.

        4.     Rental:
               -------

               (a)  The   fixed   rental   payable   by   Sublessee   shall   be
___________________ Dollars  ($________________________);  the fixed common area
maintenance   payable  by   Sublessee   shall  be   __________________   Dollars
($__________________); the fixed real estate taxes payable by Sublessee shall be
___________________ Dollars ($_______________).

<PAGE>

                    The above rental,  common  area  maintenance and real estate
taxes are the net payments and shall be absolutely net to the Sublessor  without
any right of offset,  claim or  withholding,  payable during the initial term of
the Head Lease and shall increase during any renewal terms thereof.

               (b) In the event the Head Lease  contains a  provision  which may
result in the rental payable by Sublessor under the Head Lease being adjusted on
the basis of percentage  rent charges,  or being adjusted during the term hereof
or in any  renewal  term  because  of cost of  living  index  changes  or  other
incremental increases, and in the event such an adjustment is in fact made under
the Head Lease, the fixed minimum rental payable  hereunder shall be adjusted by
the same percentage as the rent under the Head Lease is adjusted.

               (c) The fixed monthly rental  installments  and additional  rents
and  charges  shall be paid  directly to  Sublessor  via a direct  debit  system
implemented by the Sublessor.  This procedure  shall be conducted  pursuant to a
written agreement entered into between Sublessee and Sublessor which will permit
Sublessor to  automatically  deduct  Sublessee's  rental payments via electronic
funds  transfer.  This  mechanism  for  payment  of rent  cannot be  altered  or
cancelled by Sublessee without the prior written consent of the Sublessor.

               (d) Any monies due to Licensor from  Sublessee or other  payments
to be made by  Sublessee  pursuant  to the  License  Agreement  shall be  deemed
additional rent hereunder.

               (e) All rent  payments  and  other  amounts  which  Sublessee  is
required to pay to Sublessor  hereunder shall bear interest from and after their
respective  due  dates  until  paid in full at a rate  equal to  eighteen  (18%)
percent per annum,  calculated and payable weekly.  Sublessee  acknowledges that
this section shall not constitute  Sublessor's agreement to accept such payments
after they are due or a commitment by Sublessor to extend credit to or otherwise
"finance"  Sublessee's  Agency.  Further,  Sublessee  acknowledges  that his/her
failure to pay all amounts when due will constitute a breach of this Sublease as
provided in Section 10, notwithstanding the provisions of this section. Further,
acceptance  of any  interest  payment  shall not be construed as a waiver by the
Sublessor of its right in respect of the default giving rise to such payment and
shall be without  prejudice to the Sublessor's  right to terminate this Sublease
in respect of such default.

        5.     Sublessee's Franchise from Licensor:
               ------------------------------------

               (a) Simultaneously with, or prior to, execution of this Sublease,
Sublessee has also entered into the License  Agreement  solely for the operation
of the Agency at the Premises.  Sublessee  agrees that if the aforesaid  License
Agreement shall be terminated either by Sublessee or by Licensor for any reason,
Sublessor  shall, in either event,  then have the unqualified and absolute right
to terminate this Sublease upon five (5) days' written notice, and at the end of
said five (5) day notice  period,  the  Sublessor  may re-enter or may institute
summary or holdover  proceedings to evict  Sublessee and all those in possession
of the  Premises  by  reason  of the  termination  of this  Sublease  as  herein
provided.

               (b) Any uncured default under the License  Agreement by Sublessee
shall  constitute a material  default  hereunder and shall entitle  Sublessor to
re-enter the Premises,  without being liable for trespass,  or institute summary
or holdover  proceedings  to evict  Sublessee and all those in possession in the
event such default remains uncured,  and, wherever the default under the License
Agreement  shall  pertain to the  payment of money by  Sublessee,  such  default
thereunder  shall  constitute  a default in the  payment of rent  hereunder  and
Sublessee  shall have all remedies  available to it hereunder as though the same
were a default in the payment of the fixed minimum rental.

               (c) Any uncured  default  hereunder  shall  constitute a material
default under the License  Agreement and shall entitle the Licensor to terminate
the License Agreement on the basis of such default.

<PAGE>

        6.     Head Lease Inclusions and Exclusions:
               -------------------------------------

               (a) The parties hereby agree that all of the other  covenants and
agreements  by the  Licensor  or  Sublessor,  including  all extra  charges  and
obligations,  if any, which are contained in the aforesaid Head Lease, including
all riders and addenda  hereto (being  Exhibit "A" hereto) are hereby assumed by
Sublessee  and by this  reference  are made a part  hereof and  included in this
Sublease  as if  herein  fully  written  and as if  the  words  "Sublessor"  and
"Sublessee"  were  originally  wherever the words  "Lessor" and "Lessee"  appear
therein.

               (b) With reference to the included paragraphs of said Head Lease,
pertaining to the insurance obligations of Sublessor which along with all others
are hereby taken over from the Sublessor and assumed by Sublessee,  it is agreed
that the insured parties under all of said insurance  policies shall be as their
interest may appear (in addition to Sublessee).

               (c) It is further  understood  by and between the  Sublessor  and
Sublessee hereto that the Licensor/Sublessor  shall have no liability whatsoever
if Sublessee defaults under the terms of the Head Lease and the Lessor elects to
cancel said Head Lease for the Premises.

        7.     Tax and Security Deposits:
               --------------------------

               (a) When and if requested,  Sublessee  agrees to pay to Sublessor
in advance,  on each monthly rental payment date, an additional  amount equal to
one  twelfth  (1/12) of the annual  taxes and  assessments  levied  against  the
demised  Premises for the period for which  collected.  Sublessor shall use such
monies for payment of such taxes or  assessments as they become due and payable.
In the event such monies are  insufficient  for such  purpose,  Sublessee  shall
immediately,  upon notice,  pay the  difference to Sublessor.  In remitting such
taxes or  assessments,  Sublessor  shall not be responsible  for their validity,
accuracy or  reasonableness  and shall not be required to make advances thereof.
Sublessor  shall  not be  required  to pay any  interest  on any  payments  made
hereunder  by  Sublessee  and  Sublessee  hereby  expressly  waives  any  right,
statutory or otherwise, to have Sublessor pay interest on said payment.

               (b) Upon execution of this Sublease,  Sublessee shall be required
to remit to Sublessor a security  deposit equal to _______( ) months rent.  Said
security  deposit  shall  be  held by  Sublessor,  throughout  the  term of this
Sublease,   without  liability  for  interest,  as  security  for  the  faithful
performance  by Sublessee of all of the terms,  covenants and conditions of this
Sublease by said Sublessee to be kept and performed during the term hereof.

                      (i) In the event of the failure of  Sublessee  to keep and
perform any of the terms,  covenants and  conditions of this Sublease to be kept
and performed by Sublessee,  then Sublessor at its option and without notice may
appropriate  and  apply  said  entire  deposit,  or so  much  thereof  as may be
necessary,  to compensate  Sublessor for loss or damage sustained or suffered by
Sublessor  due to such  breach  on the  part of  Sublessee.  Should  the  entire
deposit,  or any portion  thereof,  be appropriated and applied by Sublessor for
the  payment of  overdue  rent or other sums due and  payable  to  Sublessor  by
Sublessee hereunder, then Sublessee shall, upon the written demand of Sublessor,
forthwith  remit to  Sublessor  a  sufficient  amount  in cash to  restore  said
security to the original sum deposited,  and Sublessee's failure to do so within
ten (10) days after  receipt of such demand  shall  constitute  a breach of this
Sublease.  Should  Sublessee  comply  with  all of  said  terms,  covenants  and
conditions  and promptly pay all of the rental  herein  provided for as it falls
due, and all other sums payable by  Sublessee to Sublessor  hereunder,  the said
deposit  shall be returned in full to  Sublessee  at the end of the term of this
Sublease, or upon the earlier termination of this Sublease.

                      (ii) Sublessor may deliver the funds  deposited  hereunder
by Sublessee to the purchaser of  Sublessor's  interest in the Premises,  in the
event that such interest be sold, and thereupon  Sublessee agrees that Sublessor
shall be discharged from any further liability with respect to such deposit.

        8.     Assignment and Subletting:
               --------------------------

               (a)  Sublessee  shall  not  sell,  transfer,   convey,  mortgage,
quitclaim, pledge, assign or sublet or otherwise grant any party any interest in
this Sublease or the Premises, in whole or in part, except in conjunction with a

<PAGE>

transfer of the License Agreement and upon the terms and conditions  relating to
transfers  contained in the License  Agreement and the Head Lease. This Sublease
and the Sublessee's interest herein shall not be assignable by operation of law.

               (b)  Sublessor  may at any  time  assign  this  Sublease  and its
rights, privileges, duties and obligations hereunder.

        9.     Notices:
               --------

               All  notices to be given to the  Sublessor  or  Sublessee  may be
given in writing  personally or by certified  mail,  return  receipt  requested,
postage prepaid;  sent to Sublessee at the Demised Premises and to the Sublessor
at 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632. Delivery thereof shall
be conclusively presumed as having been made within three (3) days from the date
of mailing.

        10.    Termination, Default and Remedies:
               ----------------------------------

               (a) Notwithstanding  anything to the contrary herein or elsewhere
expressed or implied,  Sublessor shall have the right to terminate this Sublease
upon written  notice hereof to Sublessee  upon the occurrence of any one or more
of the following events or conditions:

                      (i) Any  failure by  Sublessee  to pay any rental or other
amount due hereunder  when and as the same may be due and payable and failure to
cure such default  within five (5) days  following  receipt of written notice of
default from Sublessor;

                      (ii) Any other  failure by  Sublessee  to comply  with any
other  provision  of this  Sublease,  and  failure to cure such  default  within
fifteen (15) days following receipt of written notice of default from Sublessor;
or

                      (iii)  Any  action  or  inaction  by  Sublessee,   or  the
sufferance  of any act or  condition  by  Sublessee,  which would  constitute  a
default by the Sublessor under the Head Lease,  regardless of whether or not the
Landlord seeks to enforce the applicable default provisions of the Head Lease.

               (b) Upon termination of this Sublease for any reason  whatsoever,
Sublessee  shall  immediately  surrender  the  Premises to Sublessor in the same
condition as existed on the  commencement of this Sublease,  reasonable wear and
tear excepted,  and shall immediately vacate the Premises leaving all furniture,
fixtures and equipment. Sixty (60) days following said termination, and provided
Sublessee  increases  the  amount of  security  held by  Sublessor  to cover the
shortfall on the guaranteed rental payments by Sublessee, Sublessor will release
to Sublessee  the  furniture,  movable and  unattached  fixtures  and  equipment
("FF&E").  In the event  Sublessee  fails to put up the  additional  security to
cover the rental for the balance of the term of the Head Lease,  Sublessor shall
have the right to assume ownership of the FF&E,  after crediting  Sublessee with
the  depreciated  value  of same.  This  credit  shall be added to the  security
deposit that is in Sublessor's possession. If the amount that this sum equals or
is greater than the rental due,  Sublessee shall be paid the balance.  Sublessor
shall use its best efforts to find a replacement sublessee/licensee. If there is
a deficiency at the time a replacement  sublessee/licensee  is found,  Sublessee
shall be personally  responsible for this deficiency.  If no deficiency  exists,
Sublessee  shall be paid what is owed to him.  The  depreciated  value  shall be
calculated  by reducing the value of the FF&E by fifty percent (50%) at the time
of purchase of same, and then depreciating the FF&E by twenty percent (20%) each
year,  with a minimum  depreciated  value of ten percent  (10%) of the  original
purchase  price.  By way of example,  if the cost of the FF&E is Twelve Thousand
Dollars ($12,000),  the immediate  depreciation is Six Thousand Dollars ($6,000)
and each year  thereafter it shall  depreciate by twenty  percent (20%) or a pro
rata amount depending on the months involved if not a full year. Sublessor shall
have the right to file appropriate Uniform Commercial Code forms for the purpose
of perfecting its security interest in the FF&E. Sublessee shall nevertheless be
obligated  to pay the  monthly  rental  until such time as  Sublessor  secures a
substitute  licensee/sublessee for the Premises.  Sublessor shall have the right
to deduct such monthly rental from the security deposit,  which now includes the
FF&E credit  discussed  herein,  being held by Sublessor  until a substitute  is
found.  Once a new  sublessee  has  been  secured,  Sublessee  shall be paid the
balance that is left over for the FF&E, less the depreciation,  the rental paid,
after deducting same from the security  deposit.  In the event the FF&E has been

<PAGE>

leased  through  a third  party  leasing  company,  Sublessor's  lien  shall  be
subordinated to the prior lienholder.

               (c) In the event this Sublease is terminated  due to a default of
its  terms and not as a result of a default  under  the  License  Agreement  and
Sublessee  elects to remain in the  Travel  Network  system,  Sublessor,  at its
absolute  discretion may permit Licensee to do so, provided the new agency is at
least five (5) miles  away from the  Premises.  In the event  that this  occurs,
Licensee shall have the right to continue to solicit his/her  customer base, but
will not have any rights in and to the  telephone  number of the Agency,  as per
the License Agreement.

               (d) In addition to the  remedies of  Sublessor  specified  in the
aforesaid  paragraphs,  the parties hereto agree that the only notices necessary
to terminate this Sublease and License  Agreement are those  enumerated  herein,
with all other  notices  and  demands  required  by statute or law being  hereby
waived by Sublessee,  and further that this  Sublease and the License  Agreement
may also be terminated at the election of Sublessor  without  further  notice or
demand in the following event:

                      (i)  If  Sublessee   establishes  a  pattern  of  repeated
defaults  in that  Sublessee  fails to make any  payment  of  money  under  this
Sublease  when  due,  or  defaults  in  the   performance   of  any   covenants,
undertakings,  or  obligations  other than for the payment of money  required by
this Sublease to be performed by Sublessee,  in three (3)  consecutive  calendar
months or in any four (4) months during the same calendar year (whether the same
or  different  failures or defaults are  involved),  then  notwithstanding  that
Sublessee  has cured  within  the times  prescribed  for any such  failures  and
defaults  occurring in the first two (2) consecutive  months or in any three (3)
months in the same calendar year, it is nevertheless  agreed that the occurrence
of such failure of default for the third  consecutive  calendar month or for the
fourth month in the same  calendar  year shall be  conclusively  deemed to be an
immediate  material  breach  of this  Sublease  permitting  termination  without
further  demand  or  notice  of any kind and  without  any  right on the part of
Sublessee to cure; and

                      (ii) If Sublessee  willfully  falsifies  any  statement or
report required to be submitted to Sublessor under the terms of this Sublease.

        11.    Right of Entry and/or Possession:
               ---------------------------------

               If,  for any  reason,  Sublessee  should be in default of his/her
obligations hereunder or in his/her obligations under the License Agreement,  or
any stipulation signed by Sublessee, the Sublessor shall have the right to enter
upon the Premises of Sublessee at any hour, not just Sublessee's business hours,
to take  possession of the Agency and Sublessee  agrees that the Sublessor shall
not be  required  to obtain  prior  permission  to enter upon the  premises  and
operate the Agency;  Sublessee  hereby grants the Sublessor the limited power of
attorney to obtain an order and judgment in the Sublessee's  behalf in any court
of competent  jurisdiction  to order and authorize the entry of the Sublessor on
the premises and the operation of the Agency.  Licensee  further  agrees that if
the Sublessor is forced to resort to this procedure by any interference with the
Sublessor's  rights  hereunder or for any other reason,  Sublessee shall pay all
attorney's fees and other costs  associated with the Sublessor's  obtaining such
order and judgment on its behalf.

        12.    Insurance:
               ----------

               Sublessee  shall,  at his/her sole cost and  expense,  obtain and
maintain the  insurance  required by the Head Lease and License  Agreement  with
respect to the Premises.  Sublessee  expressly  agrees to be bound by all of the
terms of the License Agreement and the Head Lease with respect to such insurance
coverage requirements, including without limitation, the duty to name Sublessor,
Licensor,  the Landlord and any other  required  parties as additional  insureds
and/or loss payees as their  respective  interests may appear.  This  obligation
includes  securing  an Errors and  Omissions  policy with at least a One Million
Dollar ($1,000,000) policy limit.

<PAGE>

        13.    Guaranty By Sublessee:
               ----------------------

               In consideration of the making of this Sublease by Sublessor, the
undersigned  Sublessee does hereby personally guarantee to Sublessor the payment
of all rent,  additional  rent,  impositions  and  charges of any kind  required
herein to be paid by Sublessee  and the  performance  by Sublessee of all of the
terms and  conditions  of this  Sublease.  Sublessee  hereby  waives any notices
hereunder or acceptance hereof and consents to any extension of time, indulgence
or waivers granted by Sublessor to Sublessee or any other action or modification
of the Sublease terms  regardless of whether they affect the extent or nature of
the  obligations  of the  Sublessee  and  Sublessee  agrees  to  pay  all of the
Sublessor's expense, including attorneys fees incurred by Sublessor in enforcing
this Guaranty or the obligations of the Sublessee herein. In the event Sublessee
is a corporation or limited liability  company,  the aforesaid Guaranty shall be
made by , a principal of the corporate Sublessee hereunder.

        14.    Dispute Resolution:
               -------------------

               Arbitration:  Any and all  controversies  or disputes arising out
of, or relating to, this  Sublease or  performance  Agreement or  interpretation
thereof,  shall be  submitted to final and binding  arbitration  as the sole and
exclusive  remedy for any such  controversy  or dispute  including  any claim of
persons in privity  with or  claiming  through,  on behalf of or in the right of
Sublessee  including,  but are not limited to, spouses and other family members,
heirs, executors, representatives, successors and assigns.

               Unless  prohibited by  applicable  law, any claim by Sublessee or
its representatives against Sublessor and its affiliates,  officers,  directors,
and employees,  shall be made by filing a written demand for arbitration  within
one (1) year  following  the  conduct,  act or other event or  occurrence  first
giving rise to the claim.  Failure by  Sublessee  to file a claim within one (1)
year will result in the loss and waiver  forever of any such claim.  The Federal
Arbitration Act, as amended, governs the rights and duties in any arbitration.

               Arbitration   shall  take  place   according  to  the  commercial
arbitration  rules of the American  Arbitration  Association in effect as of the
date the demand for arbitration is filed. The arbitration  shall take place at a
location  in Bergen  County,  New Jersey  selected by the  American  Arbitration
Association.

               Arbitration shall be conducted before one arbitrator appointed by
the  American  Arbitration  Association.   The  prevailing  party  in  any  such
arbitration  proceeding  shall be entitled to recover  its  expenses,  including
reasonable  attorneys' fees and accounting fees, in addition to any other relief
to which it is found entitled, including, without limitation, all administrative
fees and expenses,  arbitrator's compensation,  rental fees for hearing room and
other  costs  associated  with the  arbitration.  The  arbitrator  shall have no
authority to amend or modify the terms of this Agreement.

               Each party  further  agrees  that,  unless such a  limitation  is
prohibited by  applicable  law, the other party shall not be liable for punitive
or  exemplary  damages and the  arbitrator  shall have no authority to award the
same. The award or decision by the arbitrator  shall be final and binding on the
parties and may be enforced by court judgment or order.  The parties  consent to
the exercise of personal  jurisdiction  over them and to the  propriety of venue
set forth herein for the purpose of carrying out this provision;  and they waive
any objections that they would otherwise have to the same.

               In the event any  provision  in this Section is  determined  by a
court of competent jurisdiction to be legally invalid or unenforceable under the
law applicable in a particular  case, then it is the intention of the parties to
this Agreement that such provision be deemed  inoperative and stricken from this
Agreement,  and that the  remainder of this  Section,  to the extent not legally
invalid or unenforceable  under applicable law, be enforced as written and as if
the invalid or  unenforceable  provision or provisions  had not been included in
this Section 14.

               Sublessor  shall  have  the  right  to seek  from  any  court  of
competent  jurisdiction,  provisional  remedies  including,  but not limited to,
temporary restraining orders or preliminary  injunctions before, during or after
arbitration.  Sublessor  need not await the  outcome of the  arbitration  before
seeking provisional  remedies.  Seeking any such remedies shall not be deemed to
be a waiver of either party's right to compel  arbitration.  The parties consent
to the exercise of personal  jurisdiction  and to the  propriety of venue in any
such  courts for the  purpose of  carrying  out this  provision;  they waive any

<PAGE>

objections  that they would otherwise have to the same; and they waive the right
to have any such action decided by a jury.

        15.    Miscellaneous:
               --------------

               (a) The words "Sublessor" and "Sublessee" shall mean respectively
all parties of Sublessor or Sublessee,  regardless of number,  and the word "he"
or "she" shall be synonymous with "she", "its" and "their".

               (b)    All remedies of the parties hereto are cumulative.

               (c) No  waiver  by  Sublessor  of any  provision  or  undertaking
hereunder  shall be valid unless in writing  signed by an authorized  officer of
Sublessor.  No  waiver by  either  party  hereto  of any  provision  of  default
hereunder,  whether in a single instance or repeatedly, shall be deemed a future
waiver of such provision or default.  Receipt of acceptance of rent by Sublessor
shall not be deemed a waiver of any  default  under the  covenants,  agreements,
terms,  provisions  and  conditions  of this  Sublease,  or of any  right  which
Sublessor may be entitled to exercise under this Sublease.

               (d) All  provisions  set forth in the  License  Agreement,  where
appropriate,  shall apply to this Sublease,  be incorporated herein by reference
and bind Sublessor and Sublessee as if the same were set forth herein.

               (e) As between  Sublessor and Sublessee,  in the event there is a
conflict  between  the terms of the Head Lease and this  Sublease,  the terms of
this   Sublease   shall   control.   Whenever   in  the  Head   Lease  the  term
"Tenant"/"Lessee"  or an equivalent term is used, the term "Sublessee"  shall be
substituted therefor, and whenever the term "Landlord"/"Lessor" or an equivalent
term is used, the term  "Sublessor"  shall be substituted  therefor  except that
Sublessor   shall  not  be  deemed  to  be  assuming  the   obligations  of  the
Landlord/Lessor under the Head Lease.  Sublessor will make reasonable efforts to
enforce the obligations of Landlord/Lessor under the Lease.

               (f) Any provision of this Sublease and/or License Agreement which
imposes  obligations which survive the termination or expiration  hereof,  shall
survive such termination or expiration.

               (g) All  provisions  of this  Sublease  are  severable  and  this
Sublease  shall be  interpreted  and  enforced as if all  completely  invalid or
unenforceable  provisions  were not  contained  herein and  partially  valid and
enforceable provisions shall be enforced to the extent valid and enforceable. If
any  applicable and binding law or rule of any  jurisdiction  requires a greater
prior  notice of  termination  of or  refusal  to renew  this  Sublease  than is
required  hereunder,  or if under any  applicable and binding law or rule of any
jurisdiction,  any provision of this Sublease is invalid or  unenforceable,  the
prior notice  requirements  hereof, or such invalid or unenforceable  provision,
shall be  modified  to the extent  required  to be valid and  enforceable.  Such
modifications to this Sublease shall be effective only in such  jurisdiction and
shall  be  enforced  as   originally   made  and  entered   into  in  all  other
jurisdictions.

               (h)  This  Sublease   shall  be  governed  by  and  construed  in
accordance with the laws of the State of New Jersey.

               (i) This Sublease  shall take effect upon the date of Sublessor's
execution and delivery of this Sublease to Sublessee.

<PAGE>

        IN WITNESS  WHEREOF,  the parties have executed this  instrument the day
and year first above written.

SUBLESSOR:

ETRAVNET.COM, INC.                  SUBLESSEE:
                                                   (NAME):

BY:_____________________________    (SIGNATURE)_________________________________
  MICHAEL Y. BRENT, PRESIDENT

WITNESS:                                           WITNESS:


________________________________     ___________________________________________


                                   GUARANTOR:
                                                   (NAME):

                                   (SIGNATURE)__________________________________


<PAGE>


                                   EXHIBIT "A"
                                   -----------


                               Copy of Head Lease







<PAGE>


                                    EXHIBIT 4

                               ETRAVNET.COM, INC.

                          CONVERSION LICENSE AGREEMENT
                          ----------------------------

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
ARTICLE I
APPOINTMENT AND FEE............................................................1

ARTICLE II
DURATION AND RENEWAL...........................................................2

ARTICLE III
SERVICE FEES...................................................................2

ARTICLE IV
PROPRIETARY MARKS AND GOODWILL.................................................3

ARTICLE V
CONFIDENTIAL MANUALS...........................................................5

ARTICLE VI
SERVICES OF LICENSOR...........................................................6

ARTICLE VII
DUTIES OF CONVERSION LICENSEE..................................................7

ARTICLE VIII
WARRANTIES OF CONVERSION LICENSEE..............................................8

ARTICLE IX
INSURANCE......................................................................8

ARTICLE X
ADVERTISING....................................................................9

ARTICLE XI
LOCATION AND MARKETING AREA....................................................9

ARTICLE XII
TERMINATION...................................................................10

ARTICLE XIII
PROCEDURES AFTER TERMINATION..................................................11

ARTICLE XIV
ASSIGNMENT....................................................................12

ARTICLE XV
DEATH OR INCAPACITY OF CONVERSION LICENSEE....................................13

ARTICLE XVI
HEADINGS......................................................................14

ARTICLE XVII
CONSTRUCTION OF AGREEMENT.....................................................14

<PAGE>

ARTICLE XVIII
ARBITRATION...................................................................14

ARTICLE XIX
LIMITATIONS OF ACTION.........................................................15

ARTICLE XX
NOTICES.......................................................................15

ARTICLE XXI
REPRESENTATIONS AND RECEIPT...................................................15

ARTICLE XXII
MODIFICATION AND WAIVER.......................................................15

ARTICLE XXIII
INDEPENDENT CONTRACTOR AND INDEMNIFICATION....................................16


SCHEDULE "A"
AREA OF PRIMARY RESPONSIBILITY

EXHIBIT "A"
GUARANTEE

EXHIBIT "B"
TRANSFER TO A CORPORATION

EXHIBIT "C"
CONFIDENTIALITY AGREEMENT

EXHIBIT "D"
BANK AUTHORIZATION FORM


<PAGE>

                               ETRAVNET.COM, INC.
                          CONVERSION LICENSE AGREEMENT


        AGREEMENT  made the  ________  day of  ____________,  20_______,  by and
between ETRAVNET.COM,  INC., a New York corporation having its principal offices
located at 560 Sylvan Avenue,  Englewood Cliffs,  New Jersey 07632  (hereinafter
referred to as "Licensor"), and ___________________________________ (hereinafter
referred to as "Conversion Licensee").


                               W I T N E S S E T H

        WHEREAS,  Licensor is the owner of the "Travel  Network"  service marks,
trade  names and  logos as set  forth  herein,  and a system  of  operating  and
franchising retail travel agencies; and

        WHEREAS,  as a result of the  expenditure  of time,  effort  and  money,
Licensor has developed a "System" for the promotion, assistance, development and
operation of separately owned travel agency offices,  and has devised  policies,
procedures  and  techniques  designed  to enable  such  offices to compete  more
effectively in the travel market; and

        WHEREAS,   the  System   includes,   but  is  not  limited   to,   chain
identification utilizing various proprietary marks, including but not limited to
"Travel  Network" and/or "Global Travel Network"  and/or  "Vacation  Central" in
various promotional and advertising programs and on signs,  interior or exterior
accessories,  and other identification schemes, travel product  familiarization,
management  and  sales  training   programs  and  centralized   advertising  and
promotional programs ("Proprietary Marks"); and

        WHEREAS,  Licensor continues to develop, control, revise and improve its
Proprietary Marks and System for the benefit and exclusive use of itself and its
licenses  in order to  identify  the  Travel  Network  System to the public as a
System which represents the highest standards of quality and service; and

        WHEREAS,  Licensor  franchises  travel agency  offices to use the Travel
Network  System and to operate under the name "Travel  Network"  and/or  "Global
Travel Network" and/or "Vacation Central;" and

        WHEREAS,  Conversion  Licensee  declares  that he/she is a duly licensed
travel agent presently  conducting an independent  travel agency  business,  and
desires to obtain an  affiliation  with  Licensor  to  operate a Travel  Network
travel agency office at the location described herein; and

        WHEREAS,  Conversion  Licensee  represents  that he/she is not obtaining
this Travel Network franchise for investment or speculative purposes, and has no
present intention to attempt to sell or transfer the business; and

        WHEREAS,  Conversion  Licensee  understands the importance of Licensor's
high uniform  standards of quality,  appearance  and service to the value of the
Travel  Network name and System,  and the  necessity of operating  his office in
conformity  with the Travel  Network  System and in accordance  with  Licensor's
standards and specifications.

        NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               APPOINTMENT AND FEE
                               -------------------

         1.1      The  Initial  Conversion  License  Fee of shall be paid by the
Conversion Licensee to Licensor upon execution of this Agreement.

_________Initials

_________Initials

<PAGE>

         1.2      Licensor grants to Conversion Licensee and Conversion Licensee
hereby accepts a franchise to convert his/her existing travel agency to a Travel
Network travel agency office utilizing the Travel Network System at the specific
address  and  location at which  Conversion  Licensee  is  currently  conducting
his/her  travel  agency,  said location is the address on Conversion  Licensee's
Travel Network letterhead and/or as set forth in Conversion  Licensee's Airlines
Reporting Corporation appointment,  and Licensor shall not locate another Travel
Network travel agency whether  franchised or company-owned  within the territory
described in Schedule "A" of this Agreement.

         1.3      Except  as  otherwise provided in this Agreement, the "Initial
Conversion  License  Fee" is fully  earned by Licensor  upon  execution  of this
Agreement and is non-refundable.

         1.4      This  Agreement only entitles  Conversion  Licensee to operate
his/her  existing  travel  agency  office  within a  designated  Area of Primary
Responsibility as described in Schedule "A" hereof.

                                   ARTICLE II
                              DURATION AND RENEWAL
                              --------------------

        2.1 The initial  term of this  Agreement  shall be for a period of three
(3) years,  which period shall  commence upon the execution of this Agreement by
Licensor, if Licensee is a duly licensed and appointed travel agent. However, if
Licensee is not duly appointed, the initial term shall be ten (10) years.

         2.2      Conversion  Licensee,  at his option,  may renew the franchise
for successive additional periods of three (3) years, provided that:

                  A.       Conversion  Licensee gives Licensor written notice of
such  election  to renew not less than  ninety (90) days prior to the end of the
current term or period; and

                  B.       Conversion Licensee executes the then-current form of
Conversion  License  Agreement  being  offered  by  Licensor  to new  Conversion
Licensees; and

                  C.       Conversion   Licensee   is  not  in  default  of  any
provisions of this Agreement,  including any amendments hereto, and all monetary
obligations of Conversion Licensee to Licensor have been satisfied; and

                  D.       Conversion Licensee pays to Licensor a renewal fee of
Three  Thousand  ($3,000.00)  Dollars for the first and second renewal terms and
the then-current renewal fee for the third renewal term and thereafter; and
                  E.       Conversion  Licensee  and any other person who has an
interest in  Conversion  Licensee  (if  Conversion  Licensee  is a  corporation,
partnership or association) complies with Licensor's then-current  qualification
and training requirements; and

                  F.       Conversion  Licensee  and any other person who has an
interest in  Conversion  Licensee  (if  Conversion  Licensee  is a  corporation,
partnership,  or  association)  executes a general release of any and all claims
and  causes of action  against  Licensor,  any  subsidiary  of  Licensor  and/or
affiliated  corporation  of Licensor  and their  respective  partners,  officers
directors, agents and employees, which accrued prior to the date of renewal.

                                   ARTICLE III
                                  SERVICE FEES
                                  ------------

                  3.1      Conversion  Licensee  shall pay,  in  addition to the
Initial  Conversion  License Fee, a monthly "Service Fee." The first Service Fee
shall  be  due  on the  first  (1st)  day of  the  fifth  (5th)  calendar  month
immediately  following the execution of this Agreement and,  thereafter,  on the
first day of each calendar month following.

        3.2    The Service Fee schedule is as follows:

_________Initials

_________Initials

<PAGE>

               A.   For months  1-12 after the  Commencement  Date - Two Hundred
                    and Fifty  Dollars  ($250)  per month.  B. For months  13-24
                    after  the  Commencement  Date -  Three  Hundred  and  Fifty
                    Dollars ($350) per month.

               C.   For months 25-36 after the Commencement  Date - Five Hundred
                    Dollars ($500) per month.

               D.   For months 37 and  following  - the monthly fee will be Five
                    Hundred  Dollars  ($500) plus a  percentage  of Five Hundred
                    Dollars ($500) equal to the percent increase in the CPI from
                    the prior year. For example,  if the CPI for the prior year,
                    in the third year,  i.e., in the 3rd year,  increases by 3%,
                    then the monthly fee for the year will be $515 and so on.

        "CPI"  means the  Consumer  Price  Index for New  York/Northeastern  New
Jersey (All Urban  Consumers)  as reported by the United  States  Department  of
Labor.

         3.3      In the event  Licensor  establishes a centralized  reservation
booking service in which the Licensee  participates,  Licensor shall be entitled
to charge a fee for these  services.  The amount of such fee, and  modifications
thereof, shall be determined by Licensor.

         3.4      Payment of the above Service Fees to Licensor shall be made by
way of  pre-authorized  checks  drawn  against the  Conversion  Licensee's  bank
account.  Conversion  Licensee  irrevocably  authorizes  Licensor and Conversion
Licensee's bank to  automatically  make monthly  payments to Licensor out of the
Conversion  Licensee's  account in accordance with the above schedule.  Licenses
agrees to execute any  additional  documents that may be necessary to effectuate
such automatic monthly payments.

         3.5      Any overdue payments due  from  Licensee under this Agreement,
whether  Service  Fees or  otherwise,  shall  incur a late fee of Fifty  Dollars
($50.00) for each month that said payment is late.

         3.6     Acceptance by Licensor of any payment on account of the Service
Fee shall not be conclusive or binding on Licensor.

         3.7      Licensor  shall have the right to  establish  procedures  from
time to time for verifying the processing of Service Fees.

                                   ARTICLE IV
                         PROPRIETARY MARKS AND GOODWILL
                         ------------------------------

         4.1      Conversion  Licensee is hereby  authorized  to use  Licensor's
Proprietary Marks, goodwill and trade secrets in the operation of his/her travel
agency business within the Area of Primary  Responsibility set forth in Schedule
"A" in the manner set forth in Section 4.6 below. Nothing contained herein shall
be  construed  as  authorizing  or  permitting  Conversion  Licensee to use such
Proprietary  Marks,  goodwill or trade secrets at any other  location or for any
other purpose. It is expressly agreed that the ownership of all right, title and
interest in and to said  Proprietary  Marks,  goodwill and trade  secrets  shall
remain  solely  in  Licensor,  and that the  material  and  information  now and
hereafter provided or revealed to Conversion Licensee pursuant to this Agreement
are revealed in confidence.  Conversion  Licensee  expressly  agrees to keep and
respect the confidence so reposed.

         4.2      Licensor reserves the right to approve all signs,  stationery,
business  cards,  forms,  and all other  materials and supplies using the Travel
Network  Proprietary  Marks.  Conversion  Licensee  will use the Travel  Network
Proprietary Marks, logos, trade styles, color combinations, designs, symbols and
slogans  only in the  manner and to the extent  specifically  permitted  by this
Agreement or by written consent of Licensor. All advertising,  publicity, signs,
decorations,  furnishings,  equipment  or other  materials  employing in any way
whatsoever  the words  "Travel  Network"  or "Global  Travel  Network"  shall be
submitted to and approved by Licensor  within ten (10) days prior to publication
or use.

_________Initials

_________Initials

<PAGE>

         4.3      Upon  the   termination  of  this  Agreement  for  any  reason
whatsoever,  Conversion  Licensee  shall  execute such  documents  and take such
action as Licensor  may deem  reasonably  necessary or desirable to evidence the
fact  that  Conversion  Licensee  has  ceased  using  any or  all of  Licensor's
Proprietary  Marks,  color  combinations,  designs,  symbols or slogans and that
Conversion  Licensee has no further rights  therein.  Conversion  Licensee shall
refrain  from doing  anything  by word or act which  might  mislead  anyone into
believing that he/she may still have some association with Licensor, and towards
this end, Conversion Licensee hereby irrevocably appoints Licensor or Licensor's
nominee to be Conversion Licensee's  attorney-in-fact to execute any document or
perform any legal act  necessary to protect  Licensor's  Proprietary  Marks from
unauthorized  use  on  Conversion  Licensee's  behalf  in the  event  Conversion
Licensee  himself/herself  fails to do so. Conversion Licensee  acknowledges and
agrees that the  unauthorized  use of  Licensor's  Proprietary  Marks will cause
irreparable  damages for which Licensor may seek to obtain  injunctive relief in
addition to claiming monetary damages.

         4.4      It is  understood  by  the  parties  to  this  Agreement  that
Licensor may adopt new or modified  Proprietary  Marks to enhance or  strengthen
the Travel Network  System.  Conversion  Licensee  agrees that,  upon request by
Licensor,  it will adopt,  use and display  any such  modified or new marks,  at
Licensee's   expense  and  that,  upon  termination  or  non-renewal,   it  will
discontinue and refrain from using any such modified or new marks.

         4.5      Conversion  Licensee  shall  promptly  notify  Licensor of any
claim, demand or suit based upon or arising from, or of any attempt by any other
person, firm or corporation to use the Proprietary Marks licensed hereunder,  or
any colorable variation thereof,  in which Licensor has a proprietary  interest.
Conversion  Licensee also agrees to promptly  notify  Licensor of any litigation
instituted by any person,  firm,  corporation  or  governmental  agency  against
Licensor  or  Conversion  Licensee  involving  the  Proprietary  Marks  licensed
hereunder.  Conversion  Licensee  agrees to execute any and all documents and do
such acts as may, in the opinion of counsel for Licensor,  be necessary to carry
out a defense or prosecution of Licensor's and/or  Conversion  Licensee's rights
in respect of such claim or litigation.  In the event Conversion  Licensee is so
instructed  by Licensor to execute any  documents or do such acts as directed by
Licensor's  counsel,  Licensor  shall absorb all legal fees and costs  attendant
thereto and shall indemnify and hold Conversion  Licensee  harmless in the event
claims or actions are made or brought as a result thereof.

         4.6      In order to develop and maintain high and uniform standards of
quality  and  service,  and hence to protect  the  reputation  and  goodwill  of
Licensor,  Conversion  Licensee  agrees to operate and advertise  under the name
"Travel  Network" and/or "Global Travel Network" and/or  "Vacation  Central" and
shall use no other name in conducting  the business of travel agency  operations
or travel  marketing,  except that  Conversion  Licensee  shall be  permitted to
incorporate into the logo and name the name of a Conversion  Licensee who, prior
to  purchasing  a franchise  from  Licensor,  was an existing  operating  travel
agency. Conversion Licensee shall not use the "Travel Network" or "Global Travel
Network" service mark as part of the legal name of any corporation, partnership,
proprietorship  or other  business  entity  with which  Conversion  Licensee  is
associated,  or  with a bank  account,  trade  account  or any  other  legal  or
financial connection, without the prior written approval of Licensor.

         4.7      In  order  to  preserve  the  validity  and  integrity  of the
Proprietary  Marks licensed  herein,  and to assure that Conversion  Licensee is
properly employing the same in the operation of Conversion  Licensee's business,
Licensor or its agents shall at all  reasonable  times have the right to inspect
Conversion  Licensee's  operations.  Conversion  Licensee  shall  cooperate with
Licensor's  representative  in such inspection and render such assistance to him
as the representative may reasonably request.

         4.8      Conversion Licensee acknowledges that he/she does not have any
right  whatsoever to deny the use of Licensor's  Proprietary  Marks to any other
Travel Network  Conversion  Licensee,  except that Conversion  Licensee shall be
protected as set forth in Article XIII of this Agreement.

         4.9      Licensee shall not maintain a  World Wide Website or otherwise
maintain a presence or advertise  on the  Internet or any other public  computer

_________Initials

_________Initials

<PAGE>

network in connection  with the travel agency office  without  Licensor's  prior
written  approval,  which  Licensor  may  withhold  for any reason or no reason.
Licensee  agrees to submit to Licensor for approval before use, true and correct
printouts of all Website pages  Licensee  proposes to use in his/her  Website in
connection with the travel agency office.  Licensee  understands and agrees that
Licensor's  right of approval of all such Web materials is  necessitated  by the
fact that such Web  materials  will  include  and be  inextricably  linked  with
Licensor's  Proprietary Marks. Licensee may only use material which Licensor has
approved.  Licensee's  Website  shall  conform  to  all  of  Licensor's  Website
requirements,  whether set forth in the Manual or otherwise.  Licensee agrees to
provide all hyperlinks or other links that Licensor requires. If Licensor grants
approval for a Website, Licensee may not use any of the Proprietary Marks at the
site  except  as  Licensor  expressly  permits.  Licensee  may not  post  any of
Licensor's  proprietary,  confidential or copyrighted material or information on
his/her Website without Licensor's prior written consent.  If Licensee wishes to
modify  the  approved  site,  all  proposed   modifications  must  also  receive
Licensor's prior written approval.  Licensee explicitly  understands that he/she
may not post on  his/her  Website  any  material  which any third  party has any
direct or indirect ownership interest in (including,  without limitation,  video
clips, photographs,  sound bites, copyrighted text, trademarks or service marks,
or any other text or image which any third party may claim intellectual property
ownership  interests in). Licensee agrees to list on his/her Website any Website
maintained  by  Licensor,  and any other  information  Licensor  requires in the
manner Licensor  dictates.  Licensee agrees to obtain  Licensor's  prior written
approval for any internet domain name and/or home page address.  The requirement
for  Licensor's  prior written  approval set forth in this Section will apply to
all activities on the Internet or other  communications  network to be conducted
by Licensee,  except that Licensee may maintain one or more E-mail addresses and
may conduct individual E-mail communication without Licensor's prior approval as
provided above if he/she proposes to send advertising to multiple  addresses via
E-mail.

                                    ARTICLE V
                              CONFIDENTIAL MANUALS
                              --------------------

         5.1      Licensor will loan  to Conversion Licensee one (1) copy of the
Confidential Manuals for the duration of the term of this Agreement.

         5.2      In order to protect the  reputation  and  goodwill of Licensor
and to maintain  uniform  standards of operation  under  Licensor's  Proprietary
Marks,  Conversion  Licensee shall conduct  his/her  business in accordance with
Licensor's Confidential Manuals, and any amendments thereto. Conversion Licensee
acknowledges  that he/she has been given the  opportunity to review such manuals
before executing this Agreement.

         5.3      Conversion  Licensee shall at all times treat as confidential,
and shall not at any time copy, duplicate, record or otherwise make available to
any  unauthorized  person  or  source,  said  manuals  as  well  as any  and all
confidential  information as may be imparted to Conversion Licensee from time to
time.

         5.4      Said  Confidential  Manuals shall at all times remain the sole
property of Licensor.

         5.5      In order that the Conversion Licensee may benefit from the new
knowledge  gained by the Travel  Network  system or developed  by Licensor,  the
contents of the Travel Network  Confidential Manuals may be revised from time to
time by Licensor.  In the event  Licensor  modifies the  Confidential  Operating
Manual,  such modifications  will not impose new or different  requirements that
will  unreasonably  increase  Conversion  Licensee's  obligations  or  place  an
excessive economic burden on Conversion Licensee's operations.

         5.6      Conversion  Licensee  shall at all times  ensure that  his/her
copy of said Confidential Manuals is kept current and up to date.

                                   ARTICLE VI
                              SERVICES OF LICENSOR
                              --------------------

         6.1      Licensor will impart  to  Conversion Licensee its operational,
selling,  promotional  and  merchandising  methods  and  techniques,  and  shall
maintain a staff to give assistance and service to the Conversion Licensee.

_________Initials

_________Initials

<PAGE>

         6.2      Licensor will publish from time to time  memoranda  suggesting
sources of supply for  forms,  agreements,  signs,  stationery  and other  items
necessary to operate a modern travel agency  business.  Conversion  Licensee may
purchase  supplies either from the sources of supply  recommended by Licensor or
from any other suppliers who can supply the items using the same  specifications
as those  presently  being  supplied by sources of supply  approved by Licensor.
Conversion Licensee shall not be obligated to purchase supplies from Licensor or
from any approved supplier.

         6.3      Licensor will carry on  merchandising  activities  designed to
provide Conversion Licensee with travel sales leads.

         6.4      Licensor shall  conduct for Conversion Licensee and Conversion
Licensee's employees an "Introductory Workshop" which shall include instructions
in the Travel  Network  System,  operating  procedures,  merchandising  systems,
travel product  knowledge,  advertising,  and related  travel agency  management
concepts.  The  "Introductory  Workshop"  shall be presented at a location to be
determined by Licensor.  The  "Introductory  Workshop"  shall be presented at no
cost to  Conversion  Licensee  except  that  Conversion  Licensee  must bear all
expenses  incidental to him/her and his/her employees attending the Introductory
Workshop, such as transportation and lodging.  Additional training programs such
as conferences,  meetings,  seminars and workshops may be held by Licensor, some
of which may be on a fee basis,  while  others  may be at no cost to  Conversion
Licensee,  as Licensor deems necessary or advisable.  Such  additional  training
programs  may or may not be held at  places or  locations  in  relatively  close
proximity  to  Conversion  Licensee's  place of business  and may be attended by
either Conversion Licensee, his/her representatives and/or his/her employees, at
Conversion  Licensee's  option.  Attendance at these training programs by either
one or any of the  aforementioned  is  required,  except  for  those  additional
training programs for which a fee is charged.

         6.5      Licensor will negotiate with the suppliers of  accommodations,
tours,  transportation,  and other travel services for various benefits relating
to promotion,  advertising,  and higher  commissions of and from said suppliers,
and Licensor shall make said benefits available to Conversion Licensee.

         6.6      Licensor will carry on marketing  programs  which are intended
to  develop  new  sources of  business  and sales  leads for all Travel  Network
licensees.

         6.7      Licensor will distribute to Conversion  Licensee,  at no cost,
its ongoing  newsletter  and such other  informational  items as Licensor  deems
appropriate  to  produce  from  time to  time.  Conversion  Licensee  may  order
additional copies at cost.

         6.8      Licensor shall use its best efforts to distribute or otherwise
disseminate new information  about improved travel agency operating  procedures,
travel  services  and  suppliers,  and other  knowledge  related  to the  travel
business as may be developed or otherwise originated by Licensor, including, but
not limited to Licensor's amendments to its Confidential Manuals.

         6.9      Licensor  shall  present  the Travel  Network  System at trade
shows,  seminars and conferences to be selected by Licensor, in order to develop
clients who might subsequently inquire about or make use of the services offered
by all licensees.

        6.10  Licensor  shall  participate  in the  design  and  preparation  of
advertising  and  promotional  programs  and make  said  programs  available  to
Conversion Licensee.

         6.11     Licensor  shall assist in the  development  of  travel-selling
programs to be carried out by independent contractors, outside sales persons, or
otherwise  as Licensor  sees fit.  Leads  generated  therefrom  shall be offered
exclusively to Travel Network Conversion licensees.

_________Initials

_________Initials

<PAGE>

         6.12     Licensor  will  make  itself   available  to  provide  ongoing
telephonic  support and  assistance to Conversion  Licensee.  Licensor will also
visit Conversion  Licensee's travel agency office to provide  additional support
and assistance.

         6.13     Licensor  will, at  its  discretion, inspect  and  observe the
operations of Conversion  Licensee's  travel agency office to ensure  Conversion
Licensee is complying with this Conversion License Agreement and with all System
standards.

         6.14     Licensor will provide Conversion Licensee  with  ad slicks and
similar  promotional  materials to promote  Conversion  Licensee's travel agency
office.  Licensor will review all proposed advertising and materials prepared by
Conversion Licensee for use in Conversion Licensee's local advertising.

         6.15     Licensor may offer  you, at  no  charge,  bulletins on program
development, marketing developments and techniques, and business and operational
procedures.

                                   ARTICLE VII
                          DUTIES OF CONVERSION LICENSEE
                          -----------------------------

         7.1      Conversion Licensee and  its employees, if any, must attend an
"Introductory Workshop" as scheduled by Licensor.

         7.2      Conversion  Licensee  shall  promptly pay to Licensor any fees
due  hereunder,  as well as any  additional  fees or  charges  incurred  for any
products,  supplies,  or services  to be  furnished  by  Licensor at  Conversion
Licensee's request.

         7.3      Conversion  Licensee  shall  not  engage  in any  activity  or
practice  which may be  reasonably  anticipated  to result  in  litigation  with
clients of  Conversion  Licensee or in public  criticism  of the Travel  Network
System or the travel agency business generally,  or in any activity which may be
deemed  contrary  to the best  interests  of Licensor  or  Conversion  Licensee.
Except,  however,  Conversion  Licensee shall not be precluded from pursuing any
valid claims or defending any claims made by or against Conversion Licensee.

         7.4      Conversion   Licensee's  office  shall  have  standard  office
equipment,  including a fax machine,  and be furnished to Licensor's  reasonable
satisfaction.

         7.5      Conversion Licensee shall hold Licensor free and harmless from
any taxes and assessments arising out of the operation of Conversion  Licensee's
business,  including  any taxes  which may  result  from the sale,  transfer  or
assignment of Conversion Licensee's business to any other party.

         7.6      Conversion  Licensee shall  indemnify and hold  Licensor,  its
officers,  directors,  employees and other Travel Network  Conversion  licensees
harmless from all fines, suits, proceedings,  claims,  liabilities or actions of
any kind or nature which allege any act or omission by Conversion Licensee, even
if such  allegation  be  groundless  and even if allegation be made that persons
other than  Conversion  Licensee  were also guilty of any act or  omission.  The
aforesaid  indemnity  includes,  but is not limited to, all costs,  expenses and
reasonable  attorneys' fees incurred by the aforesaid  indemnities in connection
with such fines, suits, proceedings, claims, liabilities or actions.

         7.7      This Agreement does not constitute  Conversion Licensee as the
legal  representative  or agent  of  Licensor  for any  purpose  (other  than to
establish  and  maintain  rights  in and  claims  to the  Proprietary  Marks  in
Licensor),  and Conversion  Licensee shall suffer no act which might convey that
impression  to anyone.  Conversion  Licensee is granted no right or authority to
assume or create any obligation or representation, express or implied, on behalf
of or in the name of Licensor or to bind Licensor in any manner whatsoever.

         7.8      Conversion Licensee  shall  not be required to purchase goods,
products or supplies from Licensor, or any Licensor designee.

_________Initials

_________Initials

<PAGE>

         7.9      Conversion Licensee  shall utilize the Travel Network name and
Proprietary  Marks, as prescribed by this Agreement and Licensor's  Confidential
Manuals, on all advertising and printed materials used by Conversion Licensee in
the operation of his/her travel agency business.

         7.10     Conversion Licensee  shall  protect the integrity and value of
Licensor's  System and its use by other  Travel  Network  licensees.  Conversion
Licensee shall comply with,  utilize,  implement and otherwise  operate  his/her
travel agency  business using the  standardized  Travel Network System of agency
operations set forth by Licensor in its Confidential  Manuals,  unless otherwise
agreed to and approved in writing by Licensor.

                                  ARTICLE VIII
                        WARRANTIES OF CONVERSION LICENSEE
                        ---------------------------------

         8.1      Conversion  Licensee  warrants  that he/she  will  maintain an
active travel agency business  during the term of this Agreement,  and that said
business will be conducted in accordance with the highest of ethics, and that it
will only use the  Travel  Network  name and  Proprietary  Marks in a  reputable
manner.

         8.2      Conversion   Licensee   warrants   that  no   representations,
promises,  guarantees  or warranties of any kind are or were made by Licensor or
any of its officers,  directors,  shareholders,  agents or employees,  to induce
Conversion Licensee to execute this Agreement,  except as specifically set forth
in writing in this Agreement and in Licensor's Offering Circular.

         8.3      Conversion  Licensee  warrants  that the  success  of  his/her
business as an operator of a travel agency office is dependent  upon his/her own
personal  efforts and that neither  Licensor nor any other party has  guaranteed
that  Conversion  Licensee's  Travel  Network  franchise  will be  successful or
profitable.

                                   ARTICLE IX
                                    INSURANCE
                                    ---------

         9.1      Conversion   Licensee  shall  have  in  place,  prior  to  the
commencement  of business as a Travel  Network  licensee,  and  maintain in full
force  and  effect  during  the  entire  term of this  Agreement  at  Conversion
Licensee's  sole cost and expense,  an  "occurrence"  protection  type insurance
policy or policies protecting Conversion Licensee,  Licensor,  and its officers,
directors,  partners,  shareholders,  agents  and  employees  against  any loss,
liability  or expense  whatsoever  from fire,  personal  injury,  theft,  death,
property  damage or otherwise,  arising or occurring upon or in connection  with
the operation of Conversion  Licensee's business.  Such policy or policies shall
include:

                  A.      General  Liability  overage  of  Five Hundred Thousand
Dollars ($500,000) per person and One Million Dollars  ($1,000,000) per incident
(or Five Hundred Thousand Dollars ($500,000) per incident if a policy with a One
Million Dollar  ($1,000,000) limit is not available to Conversion  Licensee) and
Property  Damage  coverage  of  not  less  than  One  Hundred  Thousand  Dollars
($100,000); and
                  B.       An Errors and Omissions policy providing  coverage of
not less than Five Hundred  Thousand  Dollars  ($500,000) (Two Hundred and Fifty
Thousand  Dollars  ($250,000) if a policy with a Five Hundred  Thousand  Dollars
($500,000) limit is not available to Conversion Licensee); and

                  C.       Such  statutory  insurance  as may be required in the
state in which the Conversion  Licensee's  office is located,  including but not
limited to Worker's Compensation Insurance.

                  9.2      Such insurance  shall contain a separate  endorsement
naming Licensor, and its officers, directors, partners, shareholders, agents and
employees  as  additional  insureds and shall,  by its terms,  not be subject to
cancellation without ten (10) days prior written notice to Licensor.  Conversion
Licensee shall indemnify Licensor and its officers, directors, agents, partners,
shareholders and employees and hold them harmless from and against all claims or
damages to persons or property arising from or out of any occurrence relating in
any  manner to  Conversion  Licensee's  "Travel  Network"  business.  Conversion
Licensee  agrees to pay all  costs,  expenses  and  reasonable  attorneys'  fees
incurred by Licensor and its  officers,  directors  and  employees in connection
with any such claims.

_________Initials

_________Initials

<PAGE>

                                    ARTICLE X
                                   ADVERTISING
                                   -----------

         10.1     Conversion  Licensee  shall  contribute the sum of One Hundred
Fifty  Dollars  ($150.00)  per month to the  local  Travel  Network  Cooperative
Advertising  Fund,  provided same has been  established,  with Licensor's  prior
approval, in Conversion Licensee's marketing area. This Advertising Fee shall be
payable on a monthly basis starting with the first full month of operations as a
"Travel Network  Conversion  Licensee." In addition,  Conversion  Licensee shall
contribute Fifty Dollars ($50.00) to the advertising information monthly/On-line
fund   ("AIM/On-Line").   This  contribution  is  used  to  produce   collateral
advertising materials and to pay third party unaffiliated  companies who provide
computer services to the on-line Internet system.

        The  AIM/On-Line  payments  referred  to herein will be paid in the same
manner as all Service Fees, i.e., automatic payment plan.

        The  AIM/On-Line  payments  referred  to  herein  shall be  adjusted  on
September  1st of each year on the basis of the  change  in the  Consumer  Price
Index as defined in this Agreement.

         10.2     The local  advertising  cooperative  that Conversion  Licensee
must join shall submit any and all advertising  and promotional  materials to be
used by the cooperative to Licensor for its prior approval, which approval shall
not be unreasonably withheld.

         10.3     In the event a cooperative  fund has not been  established  in
Conversion  Licensee's marketing area, Conversion Licensee shall spend a minimum
of One Hundred  Fifty  Dollars  ($150.00)  per month for local  advertising  and
promotion,  provided that all advertising  material and promotional  schemes and
the location of advertising  material shall be approved in writing,  in advance,
by Licensor,  which approval may not  arbitrarily or  unreasonably  be withheld.
Conversion  Licensee  shall use the  advertising  mats,  formats  and layouts as
designated by Licensor from time to time. Conversion Licensee shall refrain from
using in its own  advertising  the image or visual  likeness of any  individual,
real or  fictitious,  unless it has first  obtained  the consent and approval in
writing of Licensor.  Any such image or likeness may be used only as approved by
Licensor.  Conversion Licensee shall cause all advertising  material prepared by
it for use to reproduce the Travel  Network(R) name and other  Proprietary Marks
exactly and accurately and with appropriate trademark  registration notices, and
shall  refrain  from the use of any other names in  association  with the Travel
Network(R) name and other  Proprietary Marks unless consented to and approved in
writing  by  Licensor.  Licensor  and its agents  shall have the right,  without
notice,  to enter upon the Conversion  Licensee's  office premises and seize any
objectionable signs or other advertising or promotional material, and to keep or
destroy  same  without  paying  therefor,  and without  being  deemed  guilty of
trespass or other tort.  Conversion  Licensee  shall  submit  invoices  and tear
sheets to Licensor,  on a monthly  basis,  to evidence that he/she has spent the
minimum amount of One Hundred Fifty Dollars  ($150.00) on local  advertising and
promotion.

                                   ARTICLE XI
                           LOCATION AND MARKETING AREA
                           ---------------------------

         11.1     The scope of Conversion  Licensee's  marketing area is subject
to applicable laws.

         11.2     Licensee  will  receive  an  area  of  primary  responsibility
                  ("APR")
which will vary in size and  dimensions.  The criteria used for  determining the
boundaries of the APR include:  the number of  residential  homes,  condominiums
and/or  apartments;  the  number  of  business  offices;  the  number  of  large
commercial  organizations;  the apparent  degree of  affluence of residents  and
businesses  within the APR; major and restricting  topographical  features which
clearly define contiguous areas, such as rivers, mountains,  major freeways, and
undeveloped land areas; the automobile and walking traffic that passes and/or is
active in the APR; and  the  density  of residential and business entities. As a

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<PAGE>

result of these considerations,  different APR's may vary significantly in size.
The  determination of the APR shall be made and agreed upon between Licensor and
Conversion  Licensee.  The APR so selected is described in writing and set forth
on a map in  Schedule  "A",  attached  hereto  and  hereby  made a part  of this
Agreement.  Conversion Licensee may relocate his/her office within the same APR,
and open additional or branch offices  therein,  but only with the prior written
consent of Licensor, which shall not be unreasonably withheld.

                                   ARTICLE XII
                                   TERMINATION
                                   -----------

         12.1     In the  event Conversion Licensee  wishes  to  terminate  this
Agreement,  he/she may,  upon sixty (60) days'  written  notice to Licensor from
Conversion  Licensee,  terminate  this  Agreement.  Termination of the Agreement
under such circumstances  shall become effective only on the anniversary date of
this Agreement and not sooner.

         12.2     Subject  to  such  notice  and  other  requirements  as may be
imposed  by law,  Licensor  shall  have the  absolute  right to  terminate  this
Agreement, by simple written notice to Conversion Licensee, upon, or at any time
after, the occurrence of any of the following events:

                  A.       In the event  Conversion  Licensee  is  insolvent  or
adjudicated a bankrupt, or has an order for relief filed for or against it under
the  Federal  Bankruptcy  Laws,  or  makes  an  assignment  for the  benefit  of
creditors,  and such  condition  is not  remedied  within  sixty (60) days after
Conversion  Licensee's  receipt  of a Notice  to Cure;  or in the  event  that a
receiver is appointed for  Conversion  Licensee and such receiver is not removed
within sixty (60) days after written notice from Licensor to Conversion Licensee
to obtain such removal.

                  B.       The  default in  the performance or observance of any
obligations under this Agreement or under Licensor's  Confidential  Manuals then
in  effect,  by  Licensee,  and  such  default  is not  remedied  to  Licensor's
reasonable satisfaction within thirty (30) days after Notice to Cure is received
by Conversion Licensee.

                  C.       The assignment, transfer or sale of the travel agency
office, or of any interest therein, or the merger or consolidation of the travel
agency office, other than as permitted under Article XIV below.

                  D.       If the  Conversion  Licensee  knowingly or recklessly
makes a false  representation  or  material  mistake or  omission  in any of the
reports  which  Conversion  Licensee  may be  required  to furnish  to  Licensor
pursuant  to  this  Conversion  License  Agreement  or in  accordance  with  the
Confidential Manuals.

                  E.       If the Conversion  Licensee or any officer,  partner,
member, director or stockholder of Conversion Licensee is convicted of any crime
which, in the reasonable opinion of Licensor,  may adversely affect the goodwill
or interest of Licensor or the Conversion Licensee's business.

                  F.       If the Conversion  Licensee's  office becomes vacant,
abandoned or deserted,  or Conversion Licensee fails to remain open for business
on a full-time basis for three (3) consecutive days.

                  G.       If  the   Conversion   Licensee   fails  to  pay  the
appropriate  authority,   within  the  time  specified  by  law,  any  taxes  or
withholding payments.

                  H.       The  dissolution or the sale of all or  substantially
all of the assets of the Conversion Licensee.

                  I.       The loss of or default by Conversion  Licensee of its
Airlines Reporting  Corporation  and/or its International  Airlines Travel Agent
Network  appointments.  The  Conversion  Licensee  may  not  cure  the  defaults
enumerated in subsections C through I hereof.

         12.3     Termination  of this  Agreement  shall not relieve  Conversion
Licensee of any  monetary  obligations  hereunder  remaining  due at the date of
termination, and Conversion Licensee agrees to pay the same to Licensor promptly
after  termination.  Notwithstanding  termination,  interest  shall  continue to
accrue on any overdue  obligations  of  Conversion  Licensee at the highest rate
allowed by law, and  Conversion  Licensee shall continue to be obligated for any
and all

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<PAGE>

costs and expenses (including  reasonable  attorneys' fees) incurred by Licensor
in connection with the collection of such  obligations,  irrespective of whether
such costs, expenses and fees are incurred before or after termination.

                                  ARTICLE XIII
                          PROCEDURES AFTER TERMINATION
                          ----------------------------

         13.1     Upon termination of this Agreement for  any reason, Conversion
Licensee shall cease to be an authorized Travel Network Conversion  Licensee and
shall pay Licensor all sums then owing to Licensor within thirty (30) days.

         13.2     Conversion   Licensee  shall   immediately   and   permanently
discontinue and refrain from the use of all names and Proprietary Marks owned by
or associated  with  Licensor and all similar  names and marks,  and any name or
mark or mark containing the designation  "Travel  Network" or the word "Network"
in any context.  In addition,  Conversion Licensee shall discontinue and refrain
from the use of any other  names,  words or marks  which  might tend to indicate
that Conversion Licensee is or was an authorized Travel Network licensee.

         13.3     Conversion  Licensee  shall  promptly  destroy or surrender to
Licensor all signs, stationery,  letterheads,  forms, operating manuals, printed
and advertising matter containing the words "Travel Network" or any other names,
words or marks which might tend to indicate the Conversion Licensee is or was an
authorized Travel Network  licensee.  The only printed matter excluded from this
provision  are business  records of Conversion  Licensee's  past sales which are
maintained for recording purposes only.

         13.4     Conversion   Licensee  shall   immediately   and   permanently
discontinue  and refrain from all  advertising  or  promotional  activities as a
Travel Network licensee, including, but not limited to, the immediate removal of
any signs from  Conversion  Licensee's  office which contain the Travel  Network
name or Proprietary Marks.

        13.5 Conversion  Licensee shall  thereafter  refrain from doing anything
that might tend to indicate  that  Conversion  Licensee is or was an  authorized
Travel Network licensee.

         13.6     Conversion  Licensee shall promptly execute such documents and
take  such  steps  as may be  necessary  or  appropriate  to  delete  Conversion
Licensee's  listing as a Travel  Network  licensee  in the  Yellow  Pages of the
telephone  directory  and any other  directory,  to terminate  any other listing
which indicates that Conversion Licensee is or was affiliated with Licensor.

         13.7     Conversion  Licensee shall employ or seek to employ any person
who is, at the time of termination of this Agreement,  for any reason,  employed
by Licensor,  and Regional President of Licensor,  or by any system licensee, or
otherwise  directly  or  indirectly,  induce  such  person  to leave  his or her
employment.

                                   ARTICLE XIV
                                   ASSIGNMENT
                                   ----------

         14.1     This  Agreement  is personal,  being  entered into in reliance
upon, and in consideration of, the skill,  qualifications and representations of
and trust and  confidence  reposed in  Conversion  Licensee and its  principals.
Accordingly,  neither this Agreement, nor any of the rights or privileges of the
license granted hereunder, nor any interest in the travel agency office shall be
sold,  assigned,  or transferred as a "Travel  Network" agency without the prior
written consent of Licensor,  which shall not be unreasonably withheld. Any such
transfer, sale or assignment made without Licensor's prior written consent shall
be void. Without limiting the reasons for Licensor  withholding its consent,  it
is agreed that  Licensor  shall have the absolute  right to withhold its consent
for any of the following reasons:

                  A.       Failure  of  the  proposed  assignee,   purchaser  or
transferee,  and of all  persons  having a legal or  beneficial  interest in the
assignee,  purchaser or transferee, to make full and accurate written disclosure
of their business backgrounds, financial status and credit worthiness;

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<PAGE>

                  B.       Failure of all legal and beneficial shareholders of a
proposed  corporate  transferee,  assignee or purchaser to personally  guarantee
such corporation's  obligations to Licensor in the form and manner prescribed by
Licensor;

                  C.       Failure of the existing Conversion Licensee,  and all
of its officers, directors, shareholders, partners and members, and the proposed
new licensee,  and all of its officers,  directors,  shareholders,  partners and
members, to execute general releases in favor of Licensor, any subsidiary and/or
affiliated  corporation of Licensor,  and their respective officers,  directors,
partners,  shareholders,  employees  and  agents,  for all  claims and causes of
action which accrued prior to the date of the sale, assignment or transfer;

                  D.       Any existing  default by  Conversion  Licensee  under
this Agreement, or under any other agreement between the Conversion Licensee and
Licensor, as of the time that the sale, transfer or assignment is proposed;

                  E.       Failure of the proposed operators of the transferred,
sold or assigned franchise to undergo the necessary training to operate a Travel
Network franchise;

                  F.       The proposed new  licensee,  or any of its  officers,
directors,  shareholders,  partners or members (legal or beneficial)  having any
interest in any other  travel  business  or  operation  that is not  licensed by
Licensor;

                  G.       Failure of the proposed  new  licensee to execute the
then-current  form of License  Agreement,  with  accompanying  documents,  being
offered by Licensor to new licensees;  provided,  however, that the proposed new
licensee  shall not be required  to pay the  Initial  License Fee under that new
form of  agreement;  that the  duration  of the  license  under that new form of
agreement  shall be equal to the balance of the existing  Conversion  Licensee's
term under this  Agreement if the new licensee is a  conversion,  or a full term
for a non-conversion  licensee;  and that, until such time as the unexpired term
of the existing Conversion  Licensee shall come up for renewal,  the Service and
Advertising Fees due under that new form of agreement shall be the same as those
that would have been due under this Agreement;

                  H.       Failure to pay Licensor a non-refundable Transfer Fee
equal  to ten  percent  (10%)  of the  then-  current  initial  license  fee for
conversion  licensees.  No part of such Transfer Fee is refundable,  even if the
proposed  transfer,  sale or assignment is not consummated or becomes undone for
any reason whatsoever.

               "Sale,  transfer or  assignment"  includes the  consolidation  or
merger of a corporate Conversion Licensee.

               "Sale,  transfer or  assignment"  does not include the passing of
any interest in the travel agency  office to the heirs of  Conversion  Licensee,
its shareholders, partners or members, upon death, nor does it include a sale to
a non-Travel Network entity,  but does include any sale,  transfer or assignment
by such heirs for which  transactions,  at a minimum,  all of the conditions set
forth in Paragraphs "A" through "H" above must be met.

               I.  Conversion  Licensee  shall be  required  to provide  written
notice of any bona fide sale transfer or assignment of the license and the terms
of said offer. Licensor shall have thirty (30) days in which to elect whether it
wishes  to  acquire  Conversion  Licensee's  license  under  the same  terms and
conditions as are set forth in the third party offer.

               J. Licensor will consent to any sale, transfer or assignment that
is solely a  transaction  between the  partners,  members or  shareholders  of a
corporate, partnership or associate Conversion Licensee, provided:

                    (i)  Such partners,  shareholders  or members were partners,
                         shareholders or members at the time of the execution of
                         this Agreement, and

                    (ii) Such  partners,   shareholders  or  members  personally
                         guaranteed Conversion Licensee's obligations under this
                         Agreement, and

                    (iii)Conditions  in  Sections  14.1  "C"and  14.1"D"  above,
                         regarding general releases and defaults, are satisfied.

               In the case of such a sale,  assignment or transfer,  the balance
of the conditions set forth Section 14.1 above need not be met.

                  K.       Licensor  will  consent  to  any  sale,  transfer  or
assignment that is solely between  Conversion  Licensee and a corporation formed
by Conversion Licensee, provided:

                    (i)  None of the legal or  beneficial  shareholders  of such
                         corporation is anyone other than  Conversion  Licensee,
                         or its partners or members, if Conversion Licensee is a
                         partnership or association, and

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<PAGE>

                    (ii) Conditions  in  Section  14.1 "B",  "C" and "D"  above,
                         regarding  guarantees,  general  releases and defaults,
                         are satisfied.  In the case of such a sale,  assignment
                         or transfer, the balance of the conditions set forth in
                         Section 17.1 need not be met.

                  L.       Licensor  shall  have  the  right  to  assign  and/or
delegate any or all of its rights, duties and obligations hereunder to any third
party.  At such time as Licensor my assign or delegate its  responsibilities  or
rights herein,  written  notification  of said  assignment or delegation must be
made to Conversion Licensee by Licensor within thirty (30) days thereafter.

                                   ARTICLE XV
                   DEATH OR INCAPACITY OF CONVERSION LICENSEE
                   ------------------------------------------

        Upon the death or mental  incapacity  of Conversion  Licensee,  Licensor
shall not terminate this Agreement, provided:

                  A.       The travel agency office  remains fully  operational,
                           and

                  B.       The  Conversion  Licensee does not default under this
Agreement,  following the death or incapacity of the Conversion  Licensee or one
or more of its shareholders or partners,

        Any sale,  transfer,  or assignment by the personal  representatives  or
heirs shall be dealt with in the manner set forth in Article XIV above.

                                   ARTICLE XVI
                                    HEADINGS
                                    --------

        The titles or headings to sections of this  Agreement  are not a part of
this Agreement and shall have no effect upon the construction or  interpretation
of any part thereof.

                                  ARTICLE XVII
                            CONSTRUCTION OF AGREEMENT
                            -------------------------

        This Agreement, and any controversies relating thereto shall be governed
by, interpreted,  and resolved under the laws of the State of New Jersey. In the
event Conversion Licensee's travel agency office is located in a state which has
statutory  franchise  laws that are different from those of the law of the State
of New Jersey, the law of the State of New Jersey shall govern, to the exclusion
of the  statutory  franchise  laws of any other  state,  it being  agreed by the
parties that the State of New Jersey has the most significant  contacts with and
the paramount state interest in any controversy  relating to this Agreement.  In
the  event  that  any  provision  of this  Agreement  shall be held  invalid  or
unenforceable,  it shall be deemed modified, but only to the extent necessary to
make it lawful. To effect such modification,  the said provision shall be deemed
deleted,  added to and/or  rewritten,  whichever  shall most fully  preserve the
intentions of the parties as originally expressed herein.

                                  ARTICLE XVIII
                                   ARBITRATION
                                   -----------
         18.1     In the event any party is required to employ legal  counsel or
to incur other  reasonable  expenses to enforce any  obligation of another party
hereunder,  or to defend  against any claim,  demand,  action,  or proceeding by
reason of another  party's  failure to perform any obligation  imposed upon such
party by this  Agreement,  and provided that legal action is filed by or against
the first party and such action or the settlement thereof  establishes the other
party's  default  hereunder,  then the  prevailing  party  shall be  entitled to
recover  from the other party the amount of all  reasonable  attorney's  fees of
such  counsel  and all other  expenses  reasonable  incurred in  enforcing  such
obligation  or in  defending  against  such claim,  demand,  action,  proceeding
whether  incurred prior to or in preparation for or  contemplation of the filing
of such action  thereafter.  Nothing contained in this Paragraph shall relate to
arbitration proceeding pursuant to this Agreement.

         18.2     Except as specifically  otherwise  provided in this Agreement,
the parties agree that in all contract disputes that cannot be amicably settled,
shall be determined  solely and  exclusively  by  arbitration  under the Federal
Arbitration  Act as amended  and in  accordance  with the rules of the  American
Arbitration  Association or any successor thereof.  Arbitration shall take place
at an appointed time and place in the State of New Jersey, County of Bergen.

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<PAGE>

         18.3     Each party shall select one (1)  arbitrator  (who shall not be
counsel for the party),  and the two so  designated  shall  select a third (3rd)
arbitrator.  If either party shall fail to designate an arbitrator  within seven
(7) days after arbitration is requested, or if the two arbitrators shall fail to
select a third  arbitrator  within  fourteen  (14)  days  after  arbitration  is
requested,  then an  arbitrator  shall be selected by the  American  Arbitration
Association or any successor thereto upon application of either party.  Judgment
upon any award of the  majority of the  arbitrators  may grant any relief  which
might  be  granted  by a  court  of  general  jurisdiction,  including,  without
limitation, by reason of enumeration, award of damages (but excluding injunctive
relief), and may, in the discretion of the arbitrators, assess, in addition, the
costs of  arbitration,  including the  reasonable  fees of the  arbitrators  and
reasonable  attorneys' fees,  against either or both parties,  in proportions as
the arbitrators shall determine.

                                   ARTICLE XIX
                              LIMITATIONS OF ACTION
                              ---------------------

        Subject to applicable state law,  Conversion  Licensee does hereby agree
and  stipulate,  notwithstanding  any other  existing or prevailing  statutes or
codes, that any and all claims,  charges, suits, or causes of action which arise
in favor of Conversion  Licensee  against  Licensor by reason of this  Agreement
must be commenced not later than one (1) year from the earliest  accrual date of
such claims, charges, suits or causes of action.

                                   ARTICLE XX
                                     NOTICES
                                     -------

         20.1     Any notices to be given hereunder shall be in writing, and may
be delivered personally or by mail with postage fully prepaid.

         20.2     Any notice to be delivered  to Licensor  shall be addressed to
it at 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07032.

         20.3     Any notice to  Conversion  Licensee  shall be delivered to the
address set forth on Page One of this  Agreement or to the address of Conversion
Licensee's travel agency office.

         20.4     The  address  specified  herein for  service of notices may be
changed at any time by the party making the change giving  written notice to the
other party.  Any notice  delivered by mail shall be deemed  delivered  five (5)
days after mailing.

                                   ARTICLE XXI
                           REPRESENTATIONS AND RECEIPT
                           ---------------------------

         21.1     Conversion Licensee acknowledges  the  receipt  of  Licensor's
financial statements and Offering Circular where required by prevailing law, all
proposed  agreements  relating  to the  sale of  this  franchise  to  Conversion
Licensee,  and an opportunity to review Licensor's current confidential manuals,
no less than ten (10) business days prior to the execution of this Agreement.

         21.2     Each of the  undersigned  parties  warrants  that he has  full
authority  to sign and  execute  this  Agreement.  If  Conversion  Licensee is a
corporation or partnership,  the individuals  executing this Agreement on behalf
of such corporation or partnership warrant to Licensor, both individually and in
their own  capacities  as partners or officers,  that all of the partners in the
partnership,  or all of the  shareholders  of the  corporation,  have  read  and
approved this Agreement,  including any restrictions which this Agreement places
upon the right to transfer their interest in the partnership or corporation.

         21.3     Conversion Licensee acknowledges  that he/she has conducted an
independent  investigation  of this franchise,  and recognizes that the business
venture  contemplated  by this  Agreement  involves  business risks and that the
success of this  franchise  will be totally  dependent  upon the  ability of the
Conversion  Licensee  as an  independent  business  person.  Licensor  expressly
disclaims the making of, and Conversion  Licensee  acknowledges  that he has not
received  any warranty or  guarantee,  express or implied,  as to the  potential
volume,  profits,  earnings or  potential  earnings  or success of the  business
venture contemplated by this Agreement.

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<PAGE>

                                  ARTICLE XXII
                             MODIFICATION AND WAIVER
                             -----------------------

        This  document  constitutes  the entire  agreement  of the  parties.  No
representation,  warranty,  covenant,  projection,  earnings  claim,  promise or
agreement,  even if  previously  or  contemporaneously  made,  shall survive the
signing of (or be implied from anything contained in) this document unless it be
expressly  stated  herein  or in the  Offering  Prospectus  given to  Conversion
Licensee.  Except as provided  under  Article  XVI,  this  Agreement  may not be
altered,  modified,  terminated or discharged  except by a writing signed by the
party against whom such  alteration,  modification,  termination or discharge is
sought to be  enforced.  The failure  (whether or not knowing and whether or not
prolonged) to take action against a breach or default under this Agreement shall
not be construed as a waiver of the right to take action against such or similar
breach or default,  it being understood that no waiver shall be effective and no
waiver is to be relied upon  unless it be made in a writing  signed by the party
charged with it.

                                  ARTICLE XXIII
                   INDEPENDENT CONTRACTOR AND INDEMNIFICATION
                   ------------------------------------------

         23.1     It is understood  and  agreed  by the parties hereto that this
Agreement does not create a fiduciary relationship between them, that Conversion
Licensee shall be an independent contractor,  and that nothing in this Agreement
is  intended  to  constitute  either  party  an  agent,  legal   representative,
subsidiary,  joint venturer,  partner, employee, or servant of the other for any
purpose whatsoever.

         23.2     During the term of  this Agreement, and any extensions hereof,
Conversion  Licensee  shall  hold  itself  out to the  public as an  independent
contractor   operating  the  business  pursuant  to  a  license  from  Licensor.
Conversion  Licensee  agrees to takes such action as may be  necessary to do so,
including, without limitation, exhibiting a notice of that fact in a conspicuous
place in Conversion  Licensee's  office (the content of which Licensor  reserves
the right to specify),  and (as and if directed by Licensor) in its  advertising
and on its forms, stationery, and promotional materials.

         23.3     It  is  understood  and  agreed that nothing in this Agreement
authorizes  Conversion Licensee to make any contract,  agreement,  warranty,  or
representation on Licensor's behalf, or to incur any debt or other obligation in
Licensor's name; and that Licensor shall in no event assume liability for, or be
deemed liable hereunder as a result of, any such action, or by reason of any act
or omission of  Conversion  Licensee in any of its  operations  hereunder or any
claim or judgment arising therefrom against Licensor.  Conversion Licensee shall
indemnify and hold Licensor, and Licensor's officers,  shareholders,  directors,
agents and employees  harmless  against any and all such claims arising directly
or indirectly from, as a result of, or in connection with, Conversion Licensee's
operation of the business licensed  hereunder,  as well as the costs,  including
attorneys' fees, of defending against them, but such  indemnification  shall not
extend to the breaches or civil wrongs of the Licensor.

        IN WITNESS WHEREOF,  the parties have signed this Agreement the ________
day of _______________________, 20___ .

                                    Conversion Licensee


                                    Regional President
                                    (if applicable)

                                    ETRAVNET.COM, INC.


                                    By: ___________________________________
                                          Michael Y. Brent, President

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<PAGE>


                                  SCHEDULE "A"

                         AREA OF PRIMARY RESPONSIBILITY

The following sets forth Licensee's Area of Primary Responsibility ("APR"):


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

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

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

<PAGE>


                                                                     EXHIBIT "A"

                                ETRAVNET.COM, INC.

                                    GUARANTEE

        The undersigned  acknowledge having read that certain Conversion License
Agreement  dated  ________,   between   ETRAVNET.COM,   INC.   ("ETRAVNET")  and
("Conversion Full Service Licensee") (the "Agreement").

        As an inducement for, and in consideration of, ETRAVNET's entry into the
Agreement,  the full, prompt and faithful  performance of all of Conversion Full
Service Licensee's obligations thereunder, as the same may be modified from time
to time, including Conversion Full Service Licensee's obligations of payment and
indemnity,  are hereby  guaranteed,  jointly and severally,  by the undersigned.
Without limiting the foregoing,  the undersigned  hereby  personally  assume the
obligations set forth in Articles III and VIII of the Agreement, without thereby
diminishing  Conversion Full Service Licensee's  continuing  obligations in that
regard.

        The resolution of any  controversy  relating to this Guarantee  shall be
pursued and had in the same manner  provided in Article XVIII of the  Agreement,
using the guarantors'  respective  addresses as designated below or as hereafter
changed in the manner prescribed by Article XX of the Agreement.

        This Guarantee may not be altered, modified,  terminated,  discharged or
waived  except  in the  manner  indicated  in  Article  XXII  of the  Agreement.
Alteration,  modification,  termination or discharge of the Agreement, or of the
obligations of one or more of the  undersigned,  may be made without the consent
or notice to the rest of the  undersigned  and without  thereby  diminishing the
undersigned's  full  unlimited  guarantee  of all  of  Conversion  Full  Service
Licensee's obligations under the Agreement as modified.

        Each of the undersigned  acknowledge that ETRAVNET may demand, and shall
be entitled to receive,  payment in full from him under this  Guarantee  without
first attempting to collect payment of the obligations guaranteed hereunder from
Conversion Full Service Licensee or the other guarantors.

        The undersigned waive the right to assert any set-off or counterclaim or
any defense  available to Conversion Full Service Licensee in any action brought
against the undersigned under this Guarantee.

        This  Guarantee  shall be  binding  upon  the  legal  successors  of the
undersigned.

        This  Guarantee  shall  survive the  expiration  or  termination  of the
Agreement.

        Wherever the test of this Guarantee  requires,  the use of the plural or
the masculine shall denote also the singular or the feminine.


Dated _______________________               ________________________________

                                            ________________________________

                                            ________________________________

                                            ________________________________



<PAGE>


                                                                     EXHIBIT "B"

                               ETRAVNET.COM, INC.

                     TRANSFER OF FRANCHISE TO A CORPORATION
                     --------------------------------------

        The  undersigned,  an officer,  director  and owner of a majority of the
issued and  outstanding  voting stock of the corporation set forth below and the
Conversion  Licensee of the Travel Agency under a Conversion  License  Agreement
executed on the date set forth below, between himself and ETRAVNET.COM, INC., as
Licensor,  granting him a license to operate at the location set forth below and
the other undersigned  directors,  officers and shareholders of the corporation,
who  together  with  Conversion  Full  Service  Licensee  constitute  all of the
shareholders of the  corporation,  in order to induce Licensor to consent to the
assignment of the Conversion Full Service  License  Agreement to the corporation
in accordance  with the provisions of Article XIV of the Conversion Full Service
License Agreement, agree as follows:

        1.  The  undersigned  Conversion  Full  Service  Licensee  shall  remain
personally  liable in all respects under the License Agreement and all the other
under signed officers,  directors and stockholders of the corporation  intending
to be legally bound hereby,  agree jointly and severally to be personally  bound
by the provisions of the Conversion License Agreement,  to the same extent as if
each of them were the Conversion  Licensee set forth in the  Conversion  License
Agreement  and  they  jointly  and  severally  personally  guarantee  all of the
Conversion Licensee's obligations set forth in said Agreement.

        2. The  undersigned  agree not to transfer any stock in the  corporation
without  the prior  written  approval of the  Licensor  and agree that all stock
certificates  representing  shares in the  corporation  shall bear the following
legend:

          "The shares of stock  represented by this  certificate  are subject to
          the terms and conditions set forth in a Conversion  License  Agreement
          dated  _________,   20_____,   between   __________________________and
          ETRAVNET.COM, INC."

        3.  ______________________or  his designee shall devote his best efforts
to the day-to-day operation and development of the Travel Agency.

        4.  ______________________  hereby agrees to become a party to and to be
bound by all of the provisions of the License Agreement executed on the date set
forth below  between  Conversion  Licensee and  ETRAVNET.COM,  INC., to the same
extent as if it were named as the Conversion Full Service Licensee herein.

Date of Conversion License Agreement: __________________________________________

Location of Travel Agency: _____________________________________________________

WITNESS:

____________________________                        ____________________________

____________________________                        ____________________________

____________________________                        ____________________________
                                                         Name of Corporation



<PAGE>


ATTEST:

___________________________                By:_________________________________
                                            (SEAL)


        In consideration  of the execution of the above agreement  ETRAVNET.COM,
INC.,   hereby   consents  to  the  above   referred  to   assignment   on  this
___________________ day of__________________, 20____.


                             ETRAVNET.COM, INC.

                             By:_______________________________ (SEAL)




<PAGE>


                                                                     EXHIBIT "C"

                               ETRAVNET.COM, INC.

                            CONFIDENTIALITY AGREEMENT
                            -------------------------

        THIS  AGREEMENT  is  entered  into  this  day of , 20 , by  and  between
_______________________of   ____________________   ("Conversion   Licensee"   or
"Franchisee") and ______________________________("Manager").

        WHEREAS,  Franchisee  has  entered  into an ETRAVNET  License  Agreement
("License Agreement") with ETRAVNET.COM,  INC. as Franchisor  ("Franchisor") for
the exclusive right and license to operate a Travel Network Franchise ("Agency")
located at

        WHEREAS,  as a condition  for entering  into said  Franchise  Agreement,
Franchisee  agreed that should he seek to have a Manager  manage  and/or work at
his  Franchise,  Franchisee  would  cause  said  person to enter  into a certain
Confidentiality Agreement containing the terms set forth herein.

        WHEREAS,  concurrently  with entering into an  arrangement  whereby such
Manager  undertakes  to manage  and/or work at this Agency,  such person  hereby
agrees to execute this Agreement.

        NOW, THEREFORE,  in consideration of the premises,  the covenants of the
parties herein contained, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.     Term of Agreement.
               ------------------

The  term of this  Agreement  shall  begin  on the  date  hereof  and end on the
effective date of termination,  whether for cause or otherwise, of employment of
Manager  by  Franchisee,   injunction   restraining   Manager's  competition  in
contravention of the Covenant  Not-to-Compete  and/or disclosure of Confidential
Information.

        2.     Confidential Information.
               -------------------------

Manager  agrees that the  information  and  material  contained  in the ETRAVNET
Manual ("Manual"), any amendments or modifications thereto, any trade secrets or
certain other  information  disclosed or divulged by  Franchisor or  Franchisee,
their  servants,   agents,  employees  or  others  in  Proprietary  Information.
"Proprietary Information" means information not available in the trade or to the
public and which is  disclosed  only to persons in a  confidential  relationship
with either the  Franchisor  or  Franchisee  or to those persons whose access to
such information is on a need-to-know basis, including,  without limitation, all
materials  contained in the Manual,  periodic  memoranda,  processing systems or
instructional  materials,  development  or financing  methods of  Franchisor  or
Franchisee,  marketing  plans,  sales methods or customer lists of Franchisor or
Franchisee  or  any  other  specific   confidential  business  matter  owned  by
Franchisor or loaned to Franchisee.  Manager agrees not to disclose,  divulge or
transfer to any third party, except in the pursuit of ETRAVNET's  business,  any
Proprietary Information acquired by Franchisee,  Manager by any means whatsoever
in connection with Franchisee's Travel Network Franchise. Manager further agrees
that upon  termination  or  expiration of his term of  employment,  for cause or
otherwise,  he will not take with him in any written form any of the information
contained in the Manual or in any amendments or modifications  thereto, nor will
he  duplicate  or  reproduce  same  for his own use or for the use of any  third
party.

        3.     Covenant Not-to-Compete.
               ------------------------

During the term of this  Agreement  as set forth  herein and for a period of two
(2) years thereafter,  Manager agrees and covenants that he will not in any way,
directly  or  indirectly,  have any  interest  as an owner,  partner,  director,
officer, employee, consultant,  representative, or in any other capacity, in any
franchised travel business or join another franchised travel system, either as a
salesman  selling  franchises,  servicing  a  franchised  system,  or  join as a
franchisee located or operating at the premises or within ten (10) miles of such
premises or any other Travel Network franchisee's Area of Primary Responsibility

<PAGE>

involving  significant or insignificant  part, the sale of products and services
then offered by Travel  Network  franchisees  under the  then-current  Franchise
Agreement,  nor shall Manager  either  directly or indirectly,  for himself,  or
through,  or  on  behalf  of,  or  in  conjunction  with  any  person,  persons,
partnership  or  corporation,  divert or  attempt  to divert,  any  business  or
customer of the business  franchised  hereunder to any  competitor  by direct or
indirect inducement or otherwise.

        4.     Inadequate Remedy At Law.
               -------------------------

Manager   acknowledges  and  agrees  that  any  violation  of  the  Confidential
Information and the Covenant Not-to-Compete sections set forth in Sections 2 and
3 herein will cause  Franchisor  irreparable  injury which cannot be  adequately
compensated by damages.  Accordingly, in the event of breach of either Section 2
or Section 3 or both,  Franchisor shall be entitled,  without limiting any other
available remedies,  to seek an injunction  restraining Manager's competition in
contravention of the Covenant  Not-to-Compete  and/or disclosure of Confidential
Information.

        5.     Governing Law.
               --------------

This Agreement will be governed by and construed in accordance  with the laws of
the State of New Jersey.

        6.     Severability.
               -------------

The invalidity or unenforceability of any particular provision of this Agreement
shall not  affect  the other  provisions  hereof,  and this  Agreement  shall be
construed  in all respects as if such invalid or  unenforceable  provision  were
omitted.

        7.     Owner/Third Party Rights.
               -------------------------

        As the owner of the  Proprietary  Information  and  therefore as a third
party beneficiary of this Agreement,  ETRAVNET shall have the absolute right and
authority to enforce the terms of this  Agreement,  at the sole cost and expense
of Franchisee.

        8.     Notices.
               --------

        Unless and until such written  notice  shall be delivered in  accordance
with  the  provisions  set  forth  herein,  any and all  notices  and all  other
communication  provided  for herein  shall be in  writing  and shall be given by
personal  service or by  depositing  same in the United  States  Mail is sent by
registered or certified mail, postage prepaid and addressed:

        To Franchisee at: _____________________________________

                          _____________________________________

                          _____________________________________

and to Manager at:        _____________________________________

                          _____________________________________

                          _____________________________________


with copies to:       ETRAVNET.COM, INC.
                      560 Sylvan Avenue
                      Englewood Cliffs, NJ 07632



<PAGE>


        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as
of the date and year first above written.


                      Start-Up Licensee


                                    By: _______________________________________


                                    ___________________________________________
                                    as Manager


                                    ___________________________________________
                                    Name Printed


                                    ___________________________________________
                                    Address

                                    ___________________________________________


                                    ETRAVNET.COM, INC.


                                    By ________________________________________


<PAGE>


                                                                     EXHIBIT "D"

                             BANK AUTHORIZATION FORM
                             -----------------------

This  form is to be  forwarded  to your  bank,  and a copy  faxed  back to us at
201-871-7676.

     (a)  Return one copy to ETRAVNET.COM, INC.

     (b)  Authorization  to Honor  Electronic  Payments Drawn by Travel Network,
          Ltd.

TO:  _____________________________________________
               (Name of Bank)

     _____________________________________________
               (Branch Address)

      _____________________________________________
               (City & State)

The  undersigned  hereby  requests and  authorizes  you to pay and charge to the
undersigned's account, electronic transfer payments drawn on that account by and
payable  to the order of Travel  Network  Ltd.  (Bank of New York,  Account  No.
610-4671-991)  provided  there are  sufficient  funds in said account to pay the
same upon  presentation.  It is agreed  that your  rights  with  respect to each
electronic  transfer  shall  be the same as if it were  drawn on you and  signed
personally by the undersigned.

It is also agreed that the amount of each electronic  transfer will not exceed $
per month per transfer.

This  authorization  shall remain in effect until revoked by the  undersigned in
writing,  and it is agreed that you will be fully protected in honoring any such
electronic transfer until such revocation is received by you.


______________________________________      __________________________________
Account Title                               Account Number

______________________________________      __________________________________
Bank ABA/Routing #                          Signature

______________________________________
Date



<PAGE>
                               ETRAVNET.COM, INC.

                             SOHO LICENSE AGREEMENT
                             ----------------------

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I
APPOINTMENT....................................................................1

ARTICLE II
TERM...........................................................................2

ARTICLE III
COMMISSION INCOME..............................................................2

ARTICLE IV
SERVICE AND ADVERTISING FEES...................................................3

ARTICLE V
PROPRIETARY MARKS AND GOODWILL.................................................4

ARTICLE VI
SERVICES OF LICENSOR OR ITS DESIGNEE...........................................6

ARTICLE VII
OBLIGATIONS OF LICENSEE........................................................6

ARTICLE VIII
DEFAULT OF TERMINATION.........................................................7

ARTICLE IX
CONSTRUCTION OF AGREEMENT......................................................7

ARTICLE X
ASSIGNMENT.....................................................................8

ARTICLE XI
ARBITRATION....................................................................9

ARTICLE XII
MODIFICATION AND WAIVER.......................................................10

ARTICLE XIII
INDEPENDENT CONTRACTOR AND INDEMNIFICATION....................................10

APPENDIX A
SUPPLIES

APPENDIX B
BANK AUTHORIZATION FORM

<PAGE>

                               ETRAVNET.COM, INC.

                             SOHO LICENSE AGREEMENT
                             ----------------------

        AGREEMENT  made  the  day  of  _________________________,  20__,  by and
between ETRAVNET.COM,  INC., a New York corporation having its principal offices
located at 560 Sylvan Avenue,  Englewood Cliffs, New Jersey 07632,  (hereinafter
referred to as "Licensor") and (hereinafter referred to as "Licensee").

                              W I T N E S S E T H :

        WHEREAS,  Licensor is the owner of the "Travel  Network"  service marks,
trade  names and  logos as set  forth  herein,  and a system  of  operating  and
franchising retail travel agencies; and

        WHEREAS,  as a result of the  expenditure  of time,  effort  and  money,
Licensor has developed a "System" for the promotion, assistance, development and
operation of separately owned travel agency offices,  and has devised  policies,
procedures  and  techniques  designed  to enable  such  offices to compete  more
effectively in the travel market; and

        WHEREAS,   the  System   includes,   but  is  not  limited   to,   chain
identification  utilizing various proprietary marks, such as "E-Travel Network",
"ETRAVNET",  "ETRAVNET.COM",  "Travel  Network"  and/or "Global Travel  Network"
("Proprietary  Marks") in various  promotional and  advertising  programs and on
signs, interior accessories,  and other identification  schemes,  travel product
familiarization,   management  and  sales  training   programs  and  centralized
advertising and promotional programs; and

        WHEREAS,  Licensor continues to develop, control, revise and improve its
Proprietary Marks and System for the benefit and exclusive use of itself and its
licensees  in order to  identify  the Travel  Network  System to the public as a
System which represents the highest standards of quality and service; and

        WHEREAS,  Licensor  franchises  travel agency  offices to use the Travel
Network  System  and to operate  under the name  "Travel  Network",  "ETRAVNET",
"ETRAVNET.COM",  "E-Travel  Network" and/or "Global Travel Network," except that
Licensee  hereunder  will not be permitted to trade or do business  under any of
these Proprietary Marks in the operation of this particular franchise; and

        WHEREAS,  Licensee  represents  that he/she is not obtaining this Travel
Network  franchise for  investment or speculative  purposes,  and has no present
intention to attempt to sell or transfer the business; and

        WHEREAS,  Licensee understands the importance of Licensor's high uniform
standards of quality,  appearance and service to the value of the Travel Network
name and System, and the necessity of operating his/her Satellite Travel Network
agency  solely from his/her home,  non-retail  office or via the internet and in
conformity  with the Travel  Network  System and in accordance  with  Licensor's
standards and specifications.

        NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                                   APPOINTMENT

         1.1      Licensor  grants to Licensee  and  Licensee  hereby  accepts a
limited  franchise  to operate an  internet-  based  travel  agency from a small
office of home office  environment  ("SoHo") utilizing the Travel Network System
from Licensee's  existing home address,  or at a non-retail  address approved in
advance by Licensor ("Location").

         1.2      Licensee  shall be required  to pay an initial  license fee in
order to  participate  in the Travel  Network System as a Licensee in the sum of
Three Thousand Nine Hundred  Ninety-Five  Dollars ($3,995).  In consideration of

        _______ INITIALS

        _______ INITIALS

<PAGE>

the payment of the amount,  Licensor  shall  provide  Licensee with the supplies
listed on Appendix A of this  Agreement,  within  forty-five  (45) days from the
date this  Agreement  is  executed  and  payment of the  initial  license fee is
received.

         1.3      This Agreement only entitles  Licensee to operate one Location
from his/her  existing home address or at an approved  alternate  address.  This
Agreement  does not grant  Licensee any  territorial  rights or  protection  and
Licensee acknowledges Licensor's right to offer start-up, conversion, home based
or any other type of travel franchise anywhere it desires.

         1.4      In the event  Licensee  wishes to convert  his/her  home based
travel agency into a full service travel agency,  the following  conditions must
first be met:

                  (a)      Licensee shall be operating  under this Agreement for
a minimum of twelve (12) months;

                  (b)      Licensee  shall  apply for and obtain  all  necessary
appointments,  i.e.,  Airline  Reporting  Conference  ("ARC") and  International
Airline Travel Agents Network ("IATAN").

                  (c)      Licensee  shall secure and retain a location  that is
not located within an existing "Travel Network" licensee's  exclusive territory;
and
                  (d)      Licensee shall execute  Licensor's  then-current form
of Start-Up License Agreement, at least ten (10) business days following receipt
of Licensor's  then-current  Uniform  Franchise  Offering Circular and remit the
additional sum of Twenty-Five  Thousand Nine Hundred Five Dollars ($25,905) upon
execution of said Agreement or as follows:

                           (i)      Ten   Thousand   Dollars    ($10,000)   upon
execution of said Agreement; and

                           (ii)     Fifteen Thousand Nine Hundred Five Dollars
($15,905)  over  three (3) years  with  interest  at twelve  percent  (12%),  as
evidenced by a promissory note containing said terms.

                                   ARTICLE II
                                      TERM
                                      ----

         2.1      This  Agreement  shall  be for a  period  of five  (5)  years,
commencing on the date it is executed by both parties.

         2.2      This  Agreement may be renewed for  additional  three (3) year
terms provided both parties  mutually  agree to renew and Licensee  remitting to
Licensor a renewal fee of Three Hundred  Dollars  ($300).  Notice and consent to
renew must be provided to Licensor thirty (30) days before expiration.

                                   ARTICLE III
                                COMMISSION INCOME
                                -----------------

         3.1      Licensor  or its  designee  agrees to  provide  Licensee  with
commissions for worldwide  airline and rail tickets,  tour and cruise documents,
package and land tours,  hotel and car rental  confirmation of reservations  and
all other travel  reservations or transactions made by Licensee through Licensor
or its designee.

         3.2      Licensee  will be paid seventy  (70%)  percent of  commissions
collected on each  commissionable  transaction.  Commissions will be paid on the
fifteenth (15th) day of each month following the date of completion of travel or
receipt of commission by Licensor or its designee,  whichever occurs last. As an
example,  if a client returns from a Hawaiian vacation on the last day of April,
the commission would be paid on the 15th day of May. If the same client returned
on the 11th day of May,  then  the  commission  would be paid on the 15th day of
June. If the  commission  has not been received by Licensor or its designee then
it would be paid on the fifteenth  (15th) day of the month following  receipt of
the commission by Licensor or its designee.

        _______ INITIALS

        _______ INITIALS

<PAGE>

                  3.2.1    Licensee agrees to submit a request for commission to
be paid on the  fifteenth  (15th)  of any  month by the  fifth  (5th) day of the
month.  Licensee  agrees  to  submit  his/her  commission  request  on the forms
provided for that purpose by Licensor.

         3.3      In the event a designee of Licensor is to provide the services
described  in this  Article,  then  the  Licensee  will  enter  into a  separate
agreement with the designee,  in a form  determined by Licensor.  This agreement
shall be executed only after  Licensee has been trained and is in the System but
prior to doing any actual ticketing.

         3.4      In the event a designee  performs  the  services  set forth in
this Article,  then Licensor will not guaranty payment of any of the commissions
described  herein,   but  Licensor  will  assist  Licensee  in  collecting  said
commissions from the designee.

         3.5      Licensor shall maintain the right,  during the term hereof and
any  renewals,  to conduct an inspection  and/or audit of  Licensee's  books and
records for this travel business.

                                   ARTICLE IV
                          SERVICE AND ADVERTISING FEES
                          ----------------------------

         4.1      Licensee shall pay to Licensor a monthly on-line access fee of
One  Hundred  Dollars  ($100)  during  the  first  twelve  (12)  months  of this
Agreement, said monthly on-line fee of One Hundred Dollars ($100) shall increase
with the Consumer  Price Index ("CPI")  published by the U.S.  Labor  Department
("Service  Fee").  For  example,  if the CPI  increases  by 2%, then the monthly
service  fee for the  following  twelve  (12) month  period  shall be $102.  The
following  year,  the base amount upon which to calculate the increase  shall be
$102.  The first payment is due  following the first day of the month  following
the  execution  of this  Agreement  and  shall be paid by way of  pre-authorized
checks drawn against the Licensee's  bank account or via electronic  transfer of
funds.   Licensee  irrevocably   authorizes  Licensor  and  Licensee's  bank  or
designated  credit card on file with  Licensor,  to  automatically  make monthly
payments to Licensor from either of Licensee's  account in accordance  with this
section  for the  purpose  of paying  franchise  fees,  service  fees and travel
product  purchases.  Licensee  agrees  to  execute  the form  annexed  hereto as
Appendix B in the event Licensor chooses the electronic transfer of funds method
of payment.

         4.2      Licensee  shall  contribute  Fifty  Dollars  ($50.00)  to  the
advertising  information  monthly/On-line fund  ("AIM/On-Line").  The purpose of
this fund is to create and develop  advertising and marketing  materials for all
of our SoHo Agency  licensees.  This amount will increase if the Consumer  Price
Index increases,  but it will never be less than Fifty Dollars ($50). The sum of
Fifty Dollars ($50) of said  contribution is applied by us to the preparation of
advertising materials, ad specialties and other printed materials for use by you
in your local market and to provide you with an Internet  "home page" to promote
your services.

                  We create all materials  financed  by  AIM/On-Line,  with sole
discretion over the concepts,  materials and endorsements used for the programs.
AIM/On-Line is used to pay the costs of preparing and producing video, audio and
written  advertising   materials;   direct  mail  and  other  media  advertising
materials;  direct  mail and other media  advertising  programs  and  supporting
public relations, market research and other advertising, promotion and marketing
activities.  AIM/On-Line  prepares the  advertising,  marketing and  promotional
materials for your use locally.

               AIM/On-Line is accounted for separately  from our other funds and
is not used to defray any of our general  operating  expenses.  We may spend, on
behalf of  AIM/On-Line,  in any fiscal  year an amount  greater or less than the
aggregate  contribution  of all agencies,  whether  start-up or  conversion,  to
AIM/On-Line in that year, and AIM/On- Line may borrow from us or others to cover
deficits  or invest  any  surplus  for  future  use.  We will  prepare an annual
statement of monies  collected and costs incurred by AIM/On-Line  and furnish it
to you upon written  request.  No money will be spend by  AIM/On-Line to solicit
new franchisees.

               When you use your own materials,  all advertising,  promotion and
marketing must be completely clear and factual and not misleading and confirm to

        _______ INITIALS

        _______ INITIALS

<PAGE>

the highest standards of ethical  marketing and the promotion  policies which we
prescribe. Samples of all advertising,  promotional and marketing materials that
we have not  prepared or  previously  approved  must be  submitted  for approval
before you use them. If you do not receive  written  disapproval  within fifteen
(15) days after we receive  the  materials,  we will be deemed to have given the
required approval. You may not use any advertising or promotional materials that
we have disapprove.

               The AIM/On-Line  payments  referred to herein will be paid in the
same manner as all Service Fees, i.e., automatic payment plan.

               The AIM/On-Line  payments referred to herein shall be adjusted on
September  1st of each year on the basis of the  change  in the  Consumer  Price
Index, as defined in this Agreement.

         4.3      There  currently are some  franchise  advertising  councils in
existence.  The council members are voted onto the council by the franchisees in
the  marketing  area.  By a majority  vote of its  members,  a council does have
decision making powers.  We have no power to form, change or dissolve a council,
nor do we vote on any council issues.

               We  have  advertising  cooperatives  at the  present  time.  They
consist  of two  (2) or more  geographically  close  franchisees  who  form  the
advertising cooperative.  All franchisees must participate in and a seventy-five
percent (75%) vote of these  franchisees  determines  the monthly  contributions
which will be a fixed fee. The franchisees in a cooperative govern themselves by
a seventy-five (75%) vote and prepare their own governing documents,  subject to
our approval. If we have a company owned agency located within this cooperative,
that agency will contribute and participate.  We do not require the formation of
these cooperatives.

                                    ARTICLE V
                         PROPRIETARY MARKS AND GOODWILL
                         ------------------------------

         5.1      Licensee is hereby  authorized to use the "E-Travel  Network's
Proprietary  Mark,  only  in  the  following  limited  manner:  when  conducting
business, Licensee shall be permitted to state "Powered by E-Travel Network" and
`Reservations  Are Processed  through  "E-Travel  Network"'.  Nothing  contained
herein shall be  construed as  authorizing  or  permitting  Licensee to use such
Proprietary  Marks,  goodwill or trade secrets at any other  location or for any
other purpose. It is expressly agreed that the ownership of all right, title and
interest in and to said  Proprietary  Marks,  goodwill and trade  secrets  shall
remain  solely  in  Licensor,  and that the  material  and  information  now and
hereafter  provided  or revealed to  Licensee  pursuant  to this  Agreement  are
revealed  in  confidence.  Licensee  expressly  agrees to keep and  respect  the
confidence so reposed.

         5.2      Licensor reserves the right to approve all signs,  stationery,
business  cards,  forms,  and all other  materials and supplies using the Travel
Network  Proprietary  Marks.  Licensee will use the Travel  Network  Proprietary
Marks,  logos, trade styles,  color combinations,  designs,  symbols and slogans
only in the manner and to the extent specifically permitted by this Agreement or
by written consent of Licensor.  All advertising,  publicity,  sign, decoration,
furnishing,  equipment or other  materials  employing in any way  whatsoever the
words "Travel Network" shall be submitted to and approved by Licensor within ten
(10) days prior to publication or use.

         5.3      Upon termination of this Agreement for any reason  whatsoever,
Licensee  shall execute such documents and take such action as Licensor may deem
reasonably  necessary or desirable to evidence the fact that Licensee has ceased
using any or all of Licensor's  Proprietary Marks, color combinations,  designs,
symbols or slogans and that  Licensee has no further  rights  therein.  Licensee
shall refrain from doing anything by word or act which might mislead anyone into
believing that he/she may still have some association with Licensor, and towards
this end, Licensee hereby irrevocably appoints Licensor or Licensor's nominee to
be Licensee's  attorney-in-fact to execute any document or perform any legal act
necessary  to protect  Licensor's  Proprietary  Marks from  unauthorized  use on
Licensee's  behalf in the event  Licensee  himself  or  herself  fails to do so.
Licensee  acknowledges  and  agrees  that  the  unauthorized  use of  Licensor's
Proprietary Marks will cause  irreparable  damages for which Licensor may obtain
injunctive relief in addition to claiming monetary damages.

        _______ INITIALS

        _______ INITIALS

<PAGE>

         5.4      It is  understood  by  the  parties  to  this  Agreement  that
Licensor may adopt new or modified  Proprietary  Marks to enhance or  strengthen
the Travel Network System.  Licensee  agrees that, upon request by Licensor,  it
will  adopt,  use and  display any such  modified  or new marks,  at  Licensee's
expense and that,  upon  termination or non- renewal,  it will  discontinue  and
refrain from using any such modified or new marks.

         5.5      Licensee shall promptly notify  Licensor of any claim,  demand
or suit based upon or arising from, or of any attempt by any other person,  firm
or corporation to use the Proprietary Marks licensed hereunder, or any colorable
variation thereof, in which Licensor has a proprietary  interest.  Licensee also
agrees to promptly notify  Licensor of any litigation  instituted by any person,
firm,  corporation or governmental agency against Licensor or Licensee involving
the Proprietary Marks licensed hereunder. Licensee agrees to execute any and all
documents  and do such acts as may, in the opinion of counsel for  Licensor,  be
necessary to carry out a defense or prosecution of Licensor's  and/or Licensee's
rights in respect  of such  claim or  litigation.  In the event  Licensee  is so
instructed  by Licensor to execute any  documents or do such acts as directed by
Licensor's  counsel,  Licensor  shall absorb all legal fees and costs  attendant
thereto and shall  indemnify and hold  Licensee  harmless in the event claims or
actions are made or brought as a result thereof.

         5.6      In order to develop and maintain high and uniform standards of
quality  and  service,  and hence to protect  the  reputation  and  goodwill  of
Licensor,  Licensee agrees to operate and advertise his/her travel services only
under  the  name  "Travel  Network,"  but  shall  not file  any  doing  business
certificates  unless otherwise required by State law. Licensee shall not use the
"Travel  Network"  service  mark as part of the legal  name of any  corporation,
partnership,  proprietorship  or other  business  entity with which  Licensee is
associated,  or  with a bank  account,  trade  account  or any  other  legal  or
financial connection, without the prior written approval of Licensor.

         5.7      In  order  to  preserve  the  validity  and  integrity  of the
Proprietary  Marks  licensed  herein,  and to assure  that  Licensee is properly
employing the same in the operation of Licensee's  travel business,  Licensor or
its agents shall at all  reasonable  times have the right to inspect  Licensee's
materials,  methods of operation and books and records. Licensee shall cooperate
with Licensor's  representative in such inspection and render such assistance as
the representative may reasonably request.

         5.8      Licensee   acknowledges  that  he  does  not  have  any  right
whatsoever to deny the use of Licensor's  Proprietary  Marks to any other Travel
Network licensee.

         5.9      Licensee  shall not maintain a World Wide Website or otherwise
maintain a presence or advertise  on the  Internet or any other public  computer
network in connection  with the Franchised  Business  without  Licensor's  prior
written approval,  which approval shall not be unreasonably  withheld.  Licensee
agrees to submit to Licensor for approval before use, true and correct printouts
of all Website pages Licensee  proposes to use in his/her  Website in connection
with the Franchised  Business.  Licensee  understands and agrees that Licensor's
right of approval of all such Web  materials  is  necessitated  by the fact that
such Web  materials  will  include and be  inextricably  linked with  Licensor's
Proprietary  Marks.  Licensee may only use material which Licensor has approved.
Licensee's  Website  shall conform to all of  Licensor's  Website  requirements,
whether  set forth in the Manual or  otherwise.  Licensee  agrees to provide all
hyperlinks or other links that Licensor  requires.  If Licensor  grants approval
for a Website,  Licensee  may not use any of the  Proprietary  Marks at the site
except as Licensor  expressly  permits.  Licensee may not post any of Licensor's
proprietary,  confidential  or  copyrighted  material or  information on his/her
Website without  Licensor's prior written consent.  If Licensee wishes to modify
the approved site, all proposed modifications must also receive Licensor's prior
written approval.  Licensee  explicitly  understands that he/she may not post on
his/her  Website any  material  which any third party has any direct or indirect
ownership interest in (including,  without limitation, video clips, photographs,
sound bites, copyrighted text, trademarks or service marks, or any other text or
image which any third party may claim intellectual  property ownership interests
in).  Licensee  agrees to list on his/her  Website  any  Website  maintained  by
Licensor,  and any other  information  Licensor  requires in the manner Licensor
dictates.  Licensee agrees to obtain  Licensor's  prior written approval for any
internet  domain name and/or home page address.  The  requirement for Licensor's
prior written approval set forth in this Section will apply to all activities on
the Internet or other communications network to be conducted by Licensee, except
that  Licensee  may  maintain  one or more  E-mail  addresses  and  may  conduct
individual E-mail  communication  without  Licensor's prior approval as provided
above if he/she proposes to send advertising to multiple addresses via E-mail.

        _______ INITIALS

        _______ INITIALS

<PAGE>

                                   ARTICLE VI
                      SERVICES OF LICENSOR OR ITS DESIGNEE
                      ------------------------------------

         6.1      Licensor or its designee shall be obligated to perform, at its
sole cost and expense, the following services for Licensee:

                  (a)      Provide a one week  training  program to be conducted
in Englewood Cliffs, New Jersey or other designated location;

                  (b)      Include   Licensee  on  the  ARC/IATAN  agency  list,
provided  the  criteria  for  such  listing  is met by the  Licensee,  and  make
available  such airline  passes and other agency  discounts that the Licensee is
eligible  for.  Licensor will retain  Licensee on the ARC/IATAN  list so long as
Licensee continues to do the minimum amount of business as required by ARC/IATAN
or $70,000, whichever is greater, or until Licensee converts his/her agency to a
full service retail travel agency;

                           (i)      Licensee shall determine a supplier's policy
                                    regarding reduced rate  transportation  with
                                    the specific carrier, tour operator,  cruise
                                    line or other supplier  before making such a
                                    request from Licensor; and

                           (ii)     One  additional  person  may be added to the
                                    ARC/IATAN list for an additional fee of Five
                                    Hundred Dollars ($500), for a maximum of two
                                    (2) people per Licensee  agency.  The second
                                    person  must be either a  partner  or a full
                                    time employee of the Licensee.

         6.2      Licensor or its designee shall be responsible for distribution
of service fees to Licensee.

         6.3      Licensor will loan one (1) Confidential Manual to Licensee for
the term of this Agreement.

         6.4      Licensor will provide support  to  Licensee through the use of
Licensee's  telephone  calling card.  Licensor will not make personal  visits to
Licensee's Location.

                                   ARTICLE VII
                             OBLIGATIONS OF LICENSEE
                             -----------------------

         7.1      Licensee  shall  be  responsible  for  the  installation  of a
dedicated business telephone line for the "E- Travel Network" agency.

         7.2      Licensee  hall  be   responsible   for  carrying  out  his/her
responsibilities under Article IV of this Agreement.

         7.3      Licensee shall be obligated to obtain, with  the assistance of
Licensor,an  outside  sales agents  Errors and Omissions  insurance  policy,  at
Licensee's sole cost and expense.

         7.4      In  consideration  of being  provided  with  access  to all of
Licensor's  negotiated travel deals,  including its base commission schedule and
published  overrides,  Licensee may book all of his/her travel or travel related
business  through  either  Licensor or its designee.  Licensee is not prohibited
from booking any travel or travel related  business  directly or through a third
party.

                  7.4.1    Licensor or its designees are providing Licensee with
valuable  trade  secrets,  confidential  information  and  knowledge of business
relationships that permit the Licensee to make bookings directly, therefore, any
such direct bookings are absolutely prohibited.

        _______ INITIALS

        _______ INITIALS

<PAGE>

         7.5      Licensee  shall be  responsible  for any and all  access  fees
which he or she incurs in using either AMADEUS or the Home Pro Software Systems.

                                  ARTICLE VIII
                                  ------------
                             DEFAULT OF TERMINATION

         8.1      Licensee shall have the absolute right to terminate and cancel
this Agreement, upon sixty (60) days' written notice to Licensor.

         8.2      Licensor shall have the right to terminate this Agreement upon
the occurrence of any of the following events:

                  (a)      Licensee  fails to remit  any sum due  hereunder  and
said default remains uncured for fifteen (15) days following  receipt of written
notice of said default.

                  (b)      Licensee    commits    any    act   of    fraud    or
misrepresentation; or

                  (c)      Licensee breaches this Agreement in any other respect
and fails to cure such breach  within  fifteen  (15) days  following  receipt of
written notice of such default.

         8.3      In the event that  Licensee  deposits  any  client  funds into
his/her  personal or business  bank  account or if Licensee  books any travel or
travel related services  directly with a vendor with the intent to deposit funds
into his/her personal or business bank account, Licensor shall have the right to
immediately terminate this Agreement without prior notice.

         8.4      Upon  termination,  Licensee shall remove all "Travel Network"
signage and destroy all "E-Travel  Network"  promotional and printed  materials.
Licensee shall permit Licensor access to his/her premises in order to remove the
foregoing  items. In addition,  Licensee shall no longer conduct  business under
the name "E-Travel Network".

                                   ARTICLE IX
                            CONSTRUCTION OF AGREEMENT
                            -------------------------

        This Agreement, and any controversies relating thereto shall be governed
by, interpreted,  and resolved under the laws of the State of New Jersey. In the
event Licensee's  Franchised  Business is located in a state which has statutory
franchise  laws  that are  different  for  those of the law of the  State of New
Jersey the law of the State of New Jersey shall  govern to the  exclusion of the
statutory franchise laws of any other state, it being agreed by the parties that
the State of New Jersey has the most significant contacts with and the paramount
state interest in any controversy relating to this Agreement.  In the event that
any provision of this Agreement shall be held invalid or unenforceable, it shall
be deemed  modified,  but only to the extent  necessary  to make it  lawful.  To
effect such modification,  the said provision shall be deemed deleted,  added to
and/or  rewritten,  whichever  shall most fully  preserve the  intentions of the
parties as originally expressed herein.

                                    ARTICLE X
                                   ASSIGNMENT
                                   ----------

         10.1     This  Agreement  is personal,  being  entered into in reliance
upon, and in consideration of, the skill,  qualifications and representations of
and trust and confidence  reposed in Licensee and its  principals.  Accordingly,
neither  this  Agreement,  nor any of the rights or  privileges  of the  license
granted hereunder,  nor any interest in the travel agency office, shall be sold,
assigned,  or transferred  without the prior written consent of Licensor,  which
shall not be  unreasonably  withheld.  Any  transfer,  sale or  assignment  made
without  Licensor's  prior written consent shall be void.  Without  limiting the
reasons for Licensor  withholding its consent,  it is agreed that Licensor shall
have the  absolute  right  to  withhold  its  consent  for any of the  following
reasons:

        _______ INITIALS

        _______ INITIALS

<PAGE>

                  (a)      Failure  of  the  proposed  assignee,   purchaser  or
transferee,  and of all  persons  having a legal or  beneficial  interest in the
assignee,  purchaser or transferee, to make full and accurate written disclosure
of their business backgrounds, financial status and creditworthiness;

                  (b)      Failure of all legal and beneficial shareholders of a
proposed  corporate  transferee,  assignee or purchaser to personally  guarantee
such corporation's  obligations to Licensor in the form and manner prescribed by
Licensor;

                  (c)      Failure  of the  existing  Licensee,  and  all of its
officers,  directors,  shareholders,  partners and members, and the proposed new
licensee,  and  all of  its  officers,  directors,  shareholders,  partners  and
members, to execute general releases in favor of Licensor, any subsidiary and/or
affiliated  corporation of Licensor,  and their respective officers,  directors,
partners,  shareholders,  employees  and  agents,  for all  claims and causes of
action  which  accrued  prior to the date of the sale,  assignment  or transfer,
provided,  however,  that all rights  enjoyed by the  Licensee and any causes of
action  arising in its favor from the  provisions  of Article 33 of the New York
General  Business  Law and the  regulations  issued  thereunder  shall remain in
force;  it being the intent of this proviso that the  non-waiver  provisions  of
Section 687.4 and 687.5 of the G.B.L. be satisfied;

                  (d)      Any   existing   default  by   Licensee   under  this
Agreement, or under any other agreement between the Licensee and Licensor, as of
the time that the sale, transfer or assignment is proposed;

                  (e)      Failure of the proposed operators of the transferred,
sold or assigned franchise to undergo the necessary training to operate a Travel
Network franchise;

                  (f)      The proposed new  Licensee,  or any of its  officers,
directors,  shareholders,  partners or members (legal or beneficial), having any
interest in any other travel  business or operation  that is not  franchised  by
Licensor;

                  (g)      Failure of the proposed new licensee  to  execute the
then-current  form of License  Agreement,  with  accompanying  documents,  being
offered by Licensor to new licensees;  provided,  however, that the proposed new
licensee  shall not be required  to pay the  Initial  License Fee under that new
form of  agreement;  that the duration of the  franchise  under that new form of
agreement  shall be equal to the balance of the existing  Licensee's  term under
this Agreement;  and that, until such time as the unexpired term of the existing
Licensee shall come up for renewal,  the Service and Advertising  Fees due under
that new form of  agreement  shall be the same as those that would have been due
under this Agreement;

                  (h)      Failure  to  pay  Licensor  the  non-refundable  Five
Hundred  Dollars ($500) Transfer Fee that must accompany  Licensor's  consent to
any transfer,  assignment,  or sale. No part of such Five Hundred Dollars ($500)
Transfer Fee is refundable, even if the proposed transfer, sale or assignment is
not consummated or becomes undone for any reason whatsoever.

               "Sale,  transfer or  assignment"  includes the  consolidation  or
merger of a corporate Licensee.

               "Sale,  transfer or  assignment"  does not include the passing of
any  interest  in the  franchise  to the heirs of  Licensee,  its  shareholders,
partners  or  members,  upon  death,  but does  include  any sale,  transfer  or
assignment  by such heirs for which,  at a minimum,  all of the  conditions  set
forth in Paragraphs (a) through (h) above must be met;

                  (i)      Licensee shall be required to provide  written notice
of any bona fide sale  transfer or  assignment of the franchise and the terms of
said offer.  Licensor  shall have thirty (30) days in which to elect  whether it
wishes to acquire  Licensee's  franchise  under the same terms and conditions as
are set forth in the third party offer;

                  (j)      Licensor  will  consent  to  any  sale,  transfer  or
assignment  that is  solely a  transaction  between  the  partners,  members  or
shareholders of a corporate, partnership or associate Licensee, provided:

        _______ INITIALS

        _______ INITIALS

<PAGE>

                  (i)      Such partners, shareholders or members were partners,
                           shareholders  or members at the time of the execution
                           of this Agreement, and

                  (ii)     Such  partners,  shareholders  or members  personally
                           guaranteed   Licensee's    obligations   under   this
                           Agreement, and

                  (iii)    Conditions  in Sections  10.1 (c) and 10.1(d)  above,
                           regarding   general   releases  and   defaults,   are
                           satisfied.

               In the case of such a sale,  assignment or transfer,  the balance
of the conditions set forth in Section 10.1 above need not be met;

         (k)      Licensor will consent to any sale, transfer or assignment that
is solely between Licensee and a corporation formed by Licensee, provided:

                  (i)      None of the legal or beneficial  shareholders of such
                           corporation  is anyone  other than  Licensee,  or its
                           partners or members,  if Licensee is a partnership or
                           association, and

                  (ii)     Conditions  in Section  10.1 (b),  (c) and (d) above,
                           regarding guarantees,  general releases and defaults,
                           are satisfied. In the case of such a sale, assignment
                           or transfer,  the balance of the conditions set forth
                           in Section 10.1 need not be met;

         (l)      Licensor shall have the right to assign and/or delegate any or
all of its rights,  duties and  obligations  hereunder to any third party to the
extent  permitted  by law. At such time as Licensor  may assign or delegate  its
responsibilities  or rights herein,  written  notification of said assignment or
delegation  must be  made to  Licensee  by  Licensor  within  thirty  (30)  days
thereafter.

                                   ARTICLE XI
                                   ARBITRATION
                                   -----------

         11.1     In the event any party is required to employ legal  counsel or
to incur other  reasonable  expenses to enforce any  obligation of another party
hereunder,  or to defend  against any claim,  demand,  action,  or proceeding by
reason of another  party's  failure to perform any obligation  imposed upon such
party by this  Agreement,  and provided that legal action is filed by or against
the first party and such action or the settlement thereof  establishes the other
party's  default  hereunder,  then the  prevailing  party  shall be  entitled to
recover  from the other party the amount of all  reasonable  attorneys'  fees of
such  counsel  and all other  expenses  reasonable  incurred in  enforcing  such
obligation  or in  defending  against  such claim,  demand,  action,  proceeding
whether  incurred prior to or in preparation for or  contemplation of the filing
of such action  thereafter.  Nothing contained in this Paragraph shall relate to
arbitration proceeding pursuant to this Agreement.

         11.2     Except as specifically  otherwise  provided in this Agreement,
the parties agree that in all contract disputes that cannot be amicably settled,
shall be determined  solely and  exclusively  by  arbitration  under the Federal
Arbitration  Act as amended  and in  accordance  with the rules of the  American
Arbitration  Association or any successor thereof.  Arbitration shall take place
at an appointed time and place in the State of New Jersey, County of Bergen.

         11.3     Each party shall select one (1)  arbitrator  (who shall not be
counsel  for  the  party),  and  the  two so  designated  shall  select  a third
arbitrator.  If either party shall fail to designate an arbitrator  within seven
(7) days after arbitration is requested, or if the two arbitrators shall fail to
select a third  arbitrator  within  fourteen  (14)  days  after  arbitration  is
requested,  then an  arbitrator  shall be selected by the  American  Arbitration
Association or any successor thereto upon application of either party.  Judgment

        _______ INITIALS

        _______ INITIALS

<PAGE>

upon any award of the  majority of the  arbitrators  may grant any relief  which
might  be  granted  by a  court  of  general  jurisdiction,  including,  without
limitation, by reason of enumeration, award of damages (but excluding injunctive
relief), and may, in the discretion of the arbitrators, assess, in addition, the
costs of  arbitration,  including the  reasonable  fees of the  arbitrators  and
reasonable  attorneys' fees,  against either or both parties,  in proportions as
the arbitrators shall determine.

                                   ARTICLE XII
                             MODIFICATION AND WAIVER
                             -----------------------

        This  document  constitutes  the entire  agreement  of the  parties.  No
representation,  warranty,  covenant,  projection,  earnings  claim,  promise or
agreement,  even if  previously  or  contemporaneously  made,  shall survive the
signing of (or be implied from anything contained in) this document unless it be
expressly  stated  herein or in the Offering  Circular  given to Licensee.  This
Agreement may not be altered,  modified,  terminated  or discharged  except by a
writing  signed  by  the  party  against  whom  such  alteration,  modification,
termination or discharge,  is sought to be enforced. The failure (whether or not
knowing and whether or not prolonged) to take action against a breach or default
under this  Agreement  shall not be  construed  as a waiver of the right to take
action against such or similar breach or default,  it being  understood  that no
waiver shall be  effective  and no waiver is to be relied upon unless it be made
in a writing signed by the party charged within.

                                  ARTICLE XIII
                                  ------------
                   INDEPENDENT CONTRACTOR AND INDEMNIFICATION

         13.1     It is  understood  and agreed by the parties  hereto that this
Agreement does not create an employment relationship or a fiduciary relationship
between them, that Licensee shall be an independent contractor, and that nothing
in this  Agreement is intended to  constitute  either  party as an agent,  legal
representative, subsidiary, joint venturer, partner, employee, or servant of the
other for any purpose whatsoever.

         13.2     During the  term of this Agreement, and any extensions hereof,
Licensee  shall  hold  itself  out to the  public as an  independent  contractor
opening the business  pursuant to a license from  Licensor.  Licensee  agrees to
take such action as may be necessary to do so,  including,  without  limitation,
exhibiting a notice of that fact in a conspicuous  place in Licensee's home, and
(as  and if  directed  by  Licensor)  in  its  advertising  and  on  its  forms,
stationery, and promotional materials.

         13.3     It is  understood  and agreed that  nothing in this  Agreement
authorizes Licensee to make any contract, agreement, warranty, or representation
on  Licensor's  behalf,  or to incur any debt or other  obligation in Licensor's
name;  and that Licensor  shall in no event assume  liability  for, or be deemed
liable  hereunder  as a result of, any such  action,  or by reason of any act or
omission of Licensee in any of its operations hereunder or any claim or judgment
arising therefrom against Licensor.  Licensee shall indemnify and hold Licensor,
and its officers, shareholders, directors, agents and employees harmless against
any and all such claims arising directly or indirectly from , as a result of, or
in connection with,  Licensee's  operation of the business licenses hereunder as
well as the costs,  including  attorneys'  fees, of defending  against them, but
such  indemnification  shall not extend to the  breaches or civil  wrongs of the
Licensor.

        IN WITNESS WHEREOF,  the parties have signed this Agreement the ____ day
of __________, 20__.


                                                   _____________________________
                                                   LICENSEE


                                                   ETRAVNET.COM, INC.

                                                   _____________________________
                                                   Michael Y. Brent, President



        _______ INITIALS

        _______ INITIALS
<PAGE>


                                   APPENDIX A
                                   ----------

Training Programs

        *      Five day training course at ETRAVNET.COM, INC.
                      (airfare and hotel on your own)

        *      Extensive  travel   training  Home  Study  Correspondence  Course
               including

                      Domestic Manual
                      International Manual
                      Cruise and Tours Manuals
                      Sales and Marketing Manuals

Computer Software

        *      E-TRAVEL  NETWORK  PROPRIETARY  SOFTWARE  and  On-Line Access  to
               E-Travel Network's Operating System

General Travel Reference Library

        *      E-Travel Network Operations Manual
        *      Hotel and Travel Index
        *      Official Tour Director
        *      JAX FAX Subscription
        *      Business Travel News Subscription



        _______ INITIALS

        _______ INITIALS

<PAGE>


                                  APPENDIX B

                             BANK AUTHORIZATION FORM
                             -----------------------

        This form is to be forwarded  to your bank,  and a copy faxed back to us
at 201-871-7676.

                  (a) Return one copy to ETRAVNET.COM, INC.
                  (b) Authorization to Honor Electronic Payments Drawn by Travel
                      Network Ltd.

         TO: _______________________________________________
                           (Name of Bank)

____________________________________________________________
                           (Branch Address)

____________________________________________________________

The  undersigned  hereby  requests and  authorizes  you to pay and charge to the
undersigned's account, electronic transfer payments drawn on that account by and
payable  to the  order of  ETRAVNET.COM,  Inc.  (Bank of New York,  Account  No.
610-4671-991)  provided  there are  sufficient  funds in said account to pay the
same upon  presentation.  It is agreed  that your  rights  with  respect to each
electronic  transfer  shall  be the same as if it were  drawn on you and  signed
personally by the undersigned.

It is also agreed that the amount of each electronic  transfer will not exceed $
per month per transfer.

This  authorization  shall remain in effect until revoked by the  undersigned in
writing,  and it is agreed that you will be fully protected in honoring any such
electronic transfer until such revocation is received by you.



__________________________________________________   ___________________________
         Account Title                                        Account Number

__________________________________________________   ___________________________
         Bank ABA/Routing #                                   Signature

__________________________________________________




<PAGE>












                               ETRAVNET.COM, INC.

                        POWER PARTNERS LICENSE AGREEMENT
                        --------------------------------

<PAGE>




                               ETRAVNET.COM, INC.
                        POWER PARTNERS LICENSE AGREEMENT

                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

ARTICLE I
APPOINTMENT....................................................................1

ARTICLE II
TERM...........................................................................2

ARTICLE III
COMPENSATION AND SERVICE FEES..................................................2

ARTICLE IV
PROPRIETARY MARKS AND GOODWILL.................................................2

ARTICLE V
DEFAULT AND TERMINATION........................................................4

ARTICLE VI
CONSTRUCTION OF AGREEMENT......................................................4

ARTICLE VII
ARBITRATION....................................................................4

ARTICLE VIII
MODIFICATION AND WAIVER........................................................5

ARTICLE IX
INDEPENDENT CONTRACTOR AND INDEMNIFICATION.....................................5



<PAGE>

                               ETRAVNET.COM, INC.

                        POWER PARTNERS LICENSE AGREEMENT
                        --------------------------------

        AGREEMENT  made  the  ____  day of  __________,  20__,  by  and  between
ETRAVNET.COM, INC., a New York corporation, having its principal offices located
at 560 Sylvan Avenue,  Englewood Cliffs, New Jersey 07632 (hereinafter  referred
to as "Licensor") and  ____________________  (hereinafter  referred to as "Power
Partner").

                              W I T N E S S E T H :

        WHEREAS,  Licensor is the owner of the "Travel  Network"  service marks,
trade  names and  logos as set  forth  herein,  and a system  of  operating  and
franchising retail travel agencies; and

        WHEREAS,  as a result of the  expenditure  of time,  effort  and  money,
Licensor has developed a "System" for the promotion, assistance, development and
operation of separately owned travel agency offices,  and has devised  policies,
procedures  and  techniques  designed  to enable  such  offices to compete  more
effectively in the travel market; and

        WHEREAS,   the  System   includes,   but  is  not  limited   to,   chain
identification  utilizing various  proprietary  marks, such as "Travel Network,"
"Vacation  Central"  and/or "Power  Partners"  ("Proprietary  Marks") in various
promotional and advertising  programs and on signs,  interior  accessories,  and
other identification  schemes,  travel product  familiarization,  management and
sales training  programs and centralized  advertising and promotional  programs;
and

        WHEREAS,  Licensor continues to develop, control, revise and improve its
Proprietary Marks and System for the benefit and exclusive use of itself and its
licenses  in order to  identify  the  System  to the  public  as a System  which
represents the highest standards of quality and service; and

        WHEREAS,  Licensor  licenses travel agency  affiliates to use the "Power
Partners" name; and

        WHEREAS,  Power Partner  represents  that he/she is not  obtaining  this
license for investment or speculative purposes,  and has no present intention to
attempt to sell or transfer the business.

        NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                                   APPOINTMENT
                                   -----------

         1.1      Licensor  grants to Power  Partner,  and Power Partner  hereby
accepts,  a limited license to operate a Power Partner travel location utilizing
the System at Power  Partner's  existing  travel agency office  ("Power  Partner
Agency").

         1.2      This  Agreement only entitles the Power Partner to operate one
(1) "Power Partner" license from his/her existing travel agency.  This Agreement
does  not  grant  any  territorial  rights  or  protection,  and  Power  Partner
acknowledges Licensor's right to offer start-up,  conversion,  home based or any
other type of travel franchise anywhere it desires.

         1.3      Power Partner shall have the right to attend any of Licensor's
training programs, at his/her own cost and expense.

_________Initials

_________Initials

<PAGE>

                                   ARTICLE II
                                      TERM
                                      ----

         2.1      This  Agreement  shall continue for a period of five (5) years
from the date of execution,  unless it is previously  terminated under the terms
hereof.  This Agreement shall  automatically  be extended for a further five (5)
year period  during  which all the terms and  conditions  hereof shall remain in
full force and effect,  unless  Licensor  gives written  notice by registered or
certified  mail to Power  Partner  no less than six (6) months in advance of the
expiration date of a desire not to extend this Agreement.

                                   ARTICLE III
                          COMPENSATION AND SERVICE FEES
                          -----------------------------

         3.1      Licensor agrees  to  provide the Power Partner with negotiated
override  commission  pursuant to the schedule below,  which may be changed from
time to time by Licensor, at its option.  Override commissions shall be defined,
for the purposes  hereof,  as payments  made to Licensor or to Power  Partner by
suppliers  of travel  services  as a result of  Licensor's  system of  marketing
travel.  Power  Partner  hereby  agrees to allow  Licensor  to collect  override
commissions on his/her behalf.

               The Override Commission Schedule is as follows:

                      $0 - $200,000 in bookings:   Full override less 2%
                      $200,001 - $299,999 in bookings:   Full override less 1.5%
                      $300,000 or more in bookings:      Full override less 1.0%

               3.1.1 An  additional  credit  will be earned  based  upon  volume
booked through  Licensor's Central  Reservation System with specified  preferred
vendors.  These  credits  will  serve to  further  reduce or  eliminate  or earn
Licensee additional cash payments.

         3.2      Licensor has  established a centralized  reservation  in which
the Power Partner may  participate.  Licensor  shall be entitled to charge a fee
for these  services.  The amount of such fee and  modification  thereof shall be
determined by Licensor. Use of this program is optional.

         3.3      The  compensation  described in Section 3.1 above will be paid
on the  fifteenth  (15th) day of each month  following the date of completion of
travel or receipt of commission by Licensor or its  designee,  whichever  occurs
last.

         3.4      In the event that  a service fee or other authorized automatic
payment  is  returned  by your  bank,  Licensor  has the right to impose a Fifty
Dollar ($50) fee to cover expenses.

                                   ARTICLE IV
                         PROPRIETARY MARKS AND GOODWILL
                         ------------------------------

         4.1      Power Partner is hereby authorized to use the "Power Partner,"
"Travel Network" and/or "Vacation Central" Proprietary Marks when booking travel
packages from Licensor's  designated vendors and in the operation of the agency.
Nothing  contained  herein shall be construed as authorizing or permitting Power
Partner to use such  Proprietary  Marks,  goodwill or trade secrets at any other
location or for any other purpose.  It is expressly agreed that the ownership of
all right,  title and interest in and to said  Proprietary  Marks,  goodwill and
trade  secrets  shall  remain  solely in  Licensor,  and that the  material  and
information now and hereafter  provided or revealed to Power Partner pursuant to
this Agreement are revealed in  confidence.  Power Partner  expressly  agrees to
keep and respect the confidence so reposed. The Power Partner is not required to
utilize any of the Proprietary Marks in his/her  day-to-day  operations,  except
for reservation identification.

         4.2      Licensor reserves the right  to approve all signs, stationery,
business  cards,   forms,  and  all  other  materials  and  supplies  using  the

_________Initials

_________Initials

<PAGE>

Proprietary  Marks.  Power Partner will use the Power Partner  Proprietary Mark,
logos, trade styles,  color combinations,  designs,  symbols and slogans only in
the manner and to the extent  specifically  permitted  by this  Agreement  or by
written consent of Licensor.

         4.3      Upon termination of this Agreement for any reason  whatsoever,
Power Partner shall execute such  documents and take such action as Licensor may
deem  reasonably  necessary or desirable to evidence the fact that Power Partner
has ceased using any or all of Licensor's Proprietary Marks, color combinations,
designs,  symbols  or  slogans  and that Power  Partner  has no  further  rights
therein.  Power Partner  shall refrain from doing  anything by word or act which
might mislead anyone into believing that he/she may still have some  association
with Licensor,  and towards this end, Power Partner hereby irrevocably  appoints
Licensor or Licensor's nominee to be Power Partner's attorney-in-fact to execute
any  document  or  perform  any  legal  act  necessary  to  protect   Licensor's
Proprietary  Marks from  unauthorized use on Power Partner's behalf in the event
Power Partner himself or herself fails to do so. Power Partner  acknowledges and
agrees that the  unauthorized  use of  Licensor's  Proprietary  Marks will cause
irreparable  damages for which Licensor may obtain injunctive relief in addition
to claiming monetary damages.

         4.4      Power Partner shall promptly  notify  Licensor  of  any claim,
demand or suit  based  upon or  arising  from,  or of any  attempt  by any other
person, firm or corporation to use the Proprietary Marks licensed hereunder,  or
any colorable variation thereof,  in which Licensor has a proprietary  interest.
Power  Partner  also  agrees  to  promptly  notify  Licensor  of any  litigation
instituted by any person,  firm,  corporation  or  governmental  agency  against
Licensor or Power Partner  involving the Proprietary  Marks licensed  hereunder.
Power  Partner  agrees to execute any and all documents and do such acts as may,
in the opinion of counsel for  Licensor,  be necessary to carry out a defense or
prosecution of Licensor's and/or Power Partner's rights in respect of such claim
or  litigation.  In the event  Power  Partner is so  instructed  by  Licensor to
execute  any  documents  or do such  acts as  directed  by  Licensor's  counsel,
Licensor  shall  absorb all legal  fees and costs  attendant  thereto  and shall
indemnify  and hold Power  Partner  harmless in the event  claims or actions are
made or brought as a result thereof.

         4.5      In  order  to  preserve  the  validity  and  integrity  of the
Proprietary Marks licensed herein,  and to assure that Power Partner is properly
employing the same in the operation of Power Partner's travel business, Licensor
or its agents  shall at all  reasonable  times  have the right to inspect  Power
Partner's materials,  methods of operation and books and records.  Power Partner
shall  cooperate with  Licensor's  representative  in such inspection and render
such assistance as the representative may reasonably request.

         4.6      Power Partner acknowledges that he/she does not have any right
whatsoever  to  deny  the  use of  Licensor's  Proprietary  Marks  to any  other
licensee.

         4.7      Power  Partner  shall not  maintain  a World  Wide  Website or
otherwise  maintain a presence or  advertise on the Internet or any other public
computer network in connection with the Franchised  Business without  Licensor's
prior written approval, which Licensor may withhold for any reason or no reason.
Power  Partner  agrees to submit to Licensor for approval  before use,  true and
correct  printouts of all Website pages Power Partner proposes to use in his/her
Website in connection with the agency. Power Partner understands and agrees that
Licensor's  right of approval of all such Web materials is  necessitated  by the
fact that such Web  materials  will  include  and be  inextricably  linked  with
Licensor's Proprietary Marks. Power Partner may only use material which Licensor
has approved. Power Partner's Website shall conform to all of Licensor's Website
requirements,  whether  set  forth  in the  Confidential  Operations  Manual  or
otherwise.  Power Partner  agrees to provide all  hyperlinks or other links that
Licensor requires. If Licensor grants approval for a Website,  Power Partner may
not use any of the  Proprietary  Marks at the site except as Licensor  expressly
permits. Power Partner may not post any of Licensor's proprietary,  confidential
or copyrighted  material or information on his/her  Website  without  Licensor's
prior written consent.  If Power Partner wishes to modify the approved site, all
proposed  modifications  must also receive  Licensor's  prior written  approval.
Power Partner explicitly understands that he/she may not post on his/her Website
any material which any third party has any direct or indirect ownership interest
in  (including,  without  limitation,  video  clips,  photographs,  sound bites,
copyrighted text,  trademarks or service marks, or any other text or image which
any third party may claim intellectual  property ownership  interests in). Power
Partner  agrees to list on his/her  Website any Website  maintained by Licensor,

_________Initials

_________Initials

<PAGE>

and any other information  Licensor  requires,  in the manner Licensor dictates.
Power  Partner  agrees to  obtain  Licensor's  prior  written  approval  for any
internet  domain name and/or home page address.  The  requirement for Licensor's
prior written approval set forth in this Section will apply to all activities on
the Internet or other  communications  network to be conducted by Power Partner,
except that Power Partner may maintain one (1) or more E-mail  addresses and may
conduct  individual E-mail  communication  without  Licensor's prior approval as
provided above if he/she proposes to send advertising to multiple  addresses via
E-mail.

                                    ARTICLE V
                             DEFAULT AND TERMINATION
                             -----------------------

         5.1      Either  party shall have the absolute  right to terminate  and
cancel this Agreement upon ninety (90) days' written notice to the other party.

         5.2      In addition, Licensor shall  have the  right to terminate this
Agreement upon the occurrence of any of the following events:

                  (a)      Power   Partner   commits   any  act  of   fraud   or
misrepresentation; or

                           (b)      Power Partner breaches this Agreement in any
other respect and fails to cure such breach within  fifteen (15) days  following
receipt of written notice of such default.

         5.3      Upon  termination,  Power  Partner  shall  destroy  all "Power
Partner" promotional and printed materials.  Power Partner shall permit Licensor
access to his/her  premises in order to remove the foregoing items. In addition,
Power Partner shall no longer conduct business under the name "Power Partner".

                                   ARTICLE VI
                            CONSTRUCTION OF AGREEMENT
                            -------------------------

        This  Agreement,  and  any  controversies  relating  thereto,  shall  be
governed  by,  interpreted,  and  resolved  under  the laws of the  State of New
Jersey.  In the event  Power  Partner's  agency is located in a state  which has
statutory  franchise  laws that are different than those of the law of the State
of New Jersey,  the law of the State of New Jersey shall govern to the exclusion
of the  statutory  franchise  laws of any other  state,  it being  agreed by the
parties that the State of New Jersey has the most significant  contacts with and
the paramount state interest in any controversy  relating to this Agreement.  In
the  event  that  any  provision  of this  Agreement  shall be held  invalid  or
unenforceable,  it shall be deemed modified, but only to the extent necessary to
make it lawful. To effect such modification,  the said provision shall be deemed
deleted,  added to and/or  rewritten,  whichever  shall most fully  preserve the
intentions of the parties as originally expressed herein.

                                   ARTICLE VII
                                   ARBITRATION
                                   -----------

         7.1      In the event any party is required to employ legal  counsel or
to incur other  reasonable  expenses to enforce any  obligation of another party
hereunder,  or to defend  against any claim,  demand,  action,  or proceeding by
reason of another  party's  failure to perform any obligation  imposed upon such
party by this  Agreement,  and provided that legal action is filed by or against
the first party and such action or the settlement thereof  establishes the other
party's  default  hereunder,  then the  prevailing  party  shall be  entitled to
recover  from the other party the amount of all  reasonable  attorneys'  fees of
such  counsel  and all other  expenses  reasonably  incurred in  enforcing  such
obligation or in defending  against such claim,  demand,  action, or proceeding,
whether  incurred prior to or in preparation for or  contemplation of the filing
of such action or thereafter.  Nothing  contained in this Paragraph shall relate
to arbitration proceedings pursuant to this Agreement.

         7.2      Except as specifically  otherwise  provided in this Agreement,
the parties  agree that all contract  disputes  that cannot be amicably  settled
shall be determined  solely and  exclusively  by  arbitration  under the Federal
Arbitration  Act as amended  and in  accordance  with the rules of the  American
Arbitration  Association or any successor thereof.  Arbitration shall take place
at an appointed time and place in the State of New Jersey, County of Bergen.

_________Initials

_________Initials

<PAGE>

         7.3      Each party shall select one (1)  arbitrator  (who shall not be
counsel  for the  party),  and the two (2) so  designated  shall  select a third
arbitrator.  If either party shall fail to designate an arbitrator  within seven
(7) days after arbitration is requested, or if the two arbitrators shall fail to
select a third  arbitrator  within  fourteen  (14)  days  after  arbitration  is
requested,  then an  arbitrator  shall be selected by the  American  Arbitration
Association or any successor thereto upon application of either party.  Judgment
upon any award of the  majority of the  arbitrators  may grant any relief  which
might  be  granted  by a  court  of  general  jurisdiction,  including,  without
limitation, by reason of enumeration, award of damages (but excluding injunctive
relief),  and may, in the discretion of the arbitrators,  assess in addition the
costs of  arbitration,  including the  reasonable  fees of the  arbitrators  and
reasonable attorneys' fees, against either or both parties in proportions as the
arbitrators shall determine.

                                  ARTICLE VIII
                             MODIFICATION AND WAIVER
                             -----------------------

        This  document  constitutes  the entire  agreement  of the  parties.  No
representation,  warranty,  covenant,  projection,  earnings  claim,  promise or
agreement,  even if  previously  or  contemporaneously  made,  shall survive the
signing of (or be implied from anything  contained in) this document,  unless it
be expressly  stated herein or in the Offering  Circular given to Power Partner.
This Agreement may not be altered, modified,  terminated or discharged except by
a writing  signed  by the party  against  whom  such  alteration,  modification,
termination or discharge is sought to be enforced.  The failure  (whether or not
knowing and whether or not prolonged) to take action against a breach or default
under this  Agreement  shall not be  construed  as a waiver of the right to take
action against such or similar breach or default,  it being  understood  that no
waiver shall be  effective  and no waiver is to be relied upon unless it be made
in a writing signed by the party charged within.

                                   ARTICLE IX
                   INDEPENDENT CONTRACTOR AND INDEMNIFICATION
                   ------------------------------------------

         9.1      It is understood and agreed  by  the  parties hereto that this
Agreement does not create an employment relationship or a fiduciary relationship
between them,  that Power Partner shall be an independent  contractor,  and that
nothing in this  Agreement is intended to  constitute  either party as an agent,
legal representative,  subsidiary, joint venturer, partner, employee, or servant
of the other for any purpose whatsoever.

         9.2      During the term of this Agreement and any  extensions  hereof,
Power Partner  shall hold  himself/herself  out to the public as an  independent
contractor  operating the business  pursuant to a license from  Licensor.  Power
Partner  agrees to take such  action as may be  necessary  to do so,  including,
without  limitation,  exhibiting a notice of that fact in a conspicuous place in
Power Partner's home and (as and if directed by Licensor) in its advertising and
on its forms, stationery, and promotional materials.

         9.3      It  is  understood and  agreed  that nothing in this Agreement
authorizes  Power  Partner  to  make  any  contract,  agreement,   warranty,  or
representation on Licensor's behalf, or to incur any debt or other obligation in
Licensor's name; and that Licensor shall in no event assume liability for, or be
deemed liable  hereunder as a result of, any such action or by reason of any act
or omission of Power Partner in any of his/her operations hereunder or any claim
or judgment arising therefrom  against  Licensor.  Power Partner shall indemnify
and  hold  Licensor,  and its  officers,  shareholders,  directors,  agents  and
employees  harmless  against  any  and  all  such  claims  arising  directly  or
indirectly from, as a result of, or in connection with Power Partner's operation
of the business licensed  hereunder as well as the costs,  including  attorneys'
fees, of defending  against them, but such  indemnification  shall not extend to
the breaches or civil wrongs of the Licensor.

_________Initials

_________Initials

<PAGE>

        IN WITNESS WHEREOF,  the parties have signed this Agreement the ____ day
of __________, 20__.

                                    POWER PARTNER


                                    ETRAVNET.COM, INC.


                                    By: ___________________________________
                                          Michael Y. Brent, President

_________Initials

_________Initials




<PAGE>


                                    EXHIBIT 7

                     TABLE OF CONTENTS OF OPERATIONS MANUALS
                     ---------------------------------------
<TABLE>
       <S>                                                                                            <C>

                                                                                                      PAGE

        I.     Introduction                                                                             1

        II.    Vacation Clientele                                                                       2

        Section A.    Walk-In Clients                                                                   2

               General Procedures                                                                       2
                      Acknowledgment                                                                    2
                      Assistance                                                                        2

               Qualify                                                                                  2
                      Dos and Don'ts of Qualifying                                                      2

               Overcoming Objections                                                                    4
                      Definitions of Objection                                                          4
                      Techniques for Overcoming an Objection                                            4
                      Price Objections                                                                  5
                      General Objections                                                                5

               Effective Handling of Walk-in Clients                                                    7
                      Summary7
                      Collecting the Deposit                                                            7

        Section B.    Reference Materials                                                               8

        Section C.    Telephone Productivity                                                            8

               Incoming Telephone Techniques                                                           10

               Specific Techniques                                                                     10

               Getting the Calling Into Your Office                                                    11
                      Specific Techniques                                                              11

               Effective Telephone Selling                                                             12

        Section D.    Verification of Client Request                                                   13

               Capturing the Initial Data                                                              13

               The Proper Feedback                                                                     13

               Payment Terms                                                                           13

        Section E.    Reservations                                                                     15

               Reservation From and Usage                                                              15
                      Example                                                                          15

               Air Reservations                                                                        15
                      Step-by-Step Action                                                              16

<PAGE>

                      Example                                                                          16

               Car Rental Reservations                                                                 16
                      Step-by-Step Action                                                              16
                      Example                                                                          16

               Hotel Reservations                                                                      17
                      Step-by-Step Action                                                              17
                      Example                                                                          17

               Tour Package/Cruises/Miscellaneous                                                      17

               Reservation Procedures                                                                  18
                      Step-by-Step Action                                                              18
                      Example                                                                          19

               Collecting Deposits and Final Payments                                                  22
                      Procedures                                                                       22
                      Example                                                                          22

        Section F.    Contacting the Supplier                                                          23

               Airlines                                                                                23
                      Reservation Procedure                                                            23

               Hotel                                                                                   23
                      Reference Sources                                                                23
                      Criteria Used in Selection                                                       24
                      Reservations Procedure                                                           24
                      If Unable to Obtain Accommodations                                               24
                      Written Confirmation                                                             24

               Cruise Lines                                                                            24
                      What the Cruise Offers Your Client                                               24
                      What the Cruise Offers You                                                       24
                      Reference Materials                                                              25
                      Reservation Procedures                                                           25
                             Example of Space Allocation                                               26
                      Cunard Princess (Cunard Line)                                                    26

        Section G.    Ticketing                                                                        27

               Air Ticketing                                                                           27
                      Non-Mechanized Office Ticketing                                                  27
                      Procedures                                                                       27
                      Mechanized Ticketing                                                             27
                      Teleticketing                                                                    27

               Ticket Pricing                                                                          27

               Daily Action Schedule (Suspense File)                                                   28

               Ticket Release and Delivery                                                             28
               Ticket Delivery Procedures                                                              28

<PAGE>

        Section H.    Invoice                                                                          30

               Preparation of the Invoice                                                              30
                      Step-by-Step Action                                                              30
                      Example                                                                          30

               Distribution of the Invoice                                                             30
                      Example                                                                          31

        Section I.    Filing                                                                           32

               Procedures for Client Files                                                             32

               Procedures for Special Products                                                         32

               Guidelines for Effective Organization of Product Literature                             32

        Section J.    Welcome Home                                                                     34

               Purpose - Stimulate Repeat Business                                                     34
                      Sample Script of Telephone Conversation                                          34
                      Sample Letter                                                                    35

        III.   Commercial Accounts                                                                     37

        Section A.    Telephone Answering Procedures                                                   37

               Answering Time                                                                          37

               Returning Phone Calls                                                                   37

               Opening Statements                                                                      37

               Servicing Calls on Hold                                                                 38

               Fine Art of Listening                                                                   39

               Controlling the Call                                                                    39

               Sales Message                                                                           40

               Closing Statement                                                                       40

               Reciting Reservation Details to the Customer                                            40

               Client Profile Card                                                                     41

        Section B.    General Reservations Procedure                                                   42

               Commercial Accounts                                                                     42

               Air Travel Booking                                                                      42
               Unavailable Segments                                                                    43

               Class of Service                                                                        43

<PAGE>

               Seat Selection                                                                          44

               Fares                                                                                   44

               Ticketing                                                                               44

               Duplicate Reservations                                                                  44

               Delivery Services                                                                       45

               Ticket Delivery Log                                                                     45

               Messenger Service                                                                       46

               Filing Ticket Delivery Log                                                              46

               Deliver                                                                                 46

               Emergency Delivery                                                                      46

        Section C.    Commercial Account Hotel Reservations                                            47

               Reservation Procedure                                                                   47

               If Unable to Obtain Room                                                                47

               Itinerary Procedures                                                                    48

               Cancellation Procedures - Hotel Reservations                                            48

               Cancellation Procedures for Guaranteed Reservations                                     48

               Pre-Registration                                                                        48

        Section D.    Commercial Account - Car Rental Reservations                                     49

               Cancellation Procedures                                                                 49

               Chauffeur Driven Cars                                                                   49

        Section E.    Special Services                                                                 50

               VIP Services                                                                            50

        Section F.    Commercial Account Billing Procedure                                             51

               Commercial Accounts Receivable                                                          51

        Section G.    Secretary Awareness Program                                                      52

               Procedures                                                                              52

               Guidelines for Program Execution                                                        52


</TABLE>
<PAGE>


                                    EXHIBIT 8

                             LIST OF ALL FRANCHISEES
                             -----------------------


<PAGE>


                                    EXHIBIT 9

                      FRANCHISEES WHO HAVE LEFT THE SYSTEM
                      ------------------------------------



<PAGE>


                                   EXHIBIT 10

                               REGIONAL PRESIDENTS
                               -------------------



<PAGE>


                                   EXHIBIT 11

                              FINANCIAL STATEMENTS
                              --------------------


























                        THESE FINANCIAL STATEMENTS ARE PREPARED
                WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES OR SELLERS OF
                 FRANCHISES SHOULD BE ADVISED THAT NO CERTIFIED PUBLIC
               ACCOUNTANT HAD AUDITED THESE FIGURES OR EXPRESSED HIS/HER
                      OPINION WITH REGARD TO THE CONTENT OR FORM.


<PAGE>


                       THE FRANCHISOR REPRESENTS THAT THIS

                       PROSPECTUS DOES NOT KNOWINGLY OMIT

                        ANY MATERIAL FACT, OR CONTAIN ANY

                       UNTRUE STATEMENT OF MATERIAL FACT.


<PAGE>


                                     RECEIPT


THIS OFFERING  CIRCULAR  SUMMARIZES  PROVISIONS  OF THE FRANCHISE  AGREEMENT AND
OTHER  INFORMATION  IN PLAIN  LANGUAGE.  READ  THIS  OFFERING  CIRCULAR  AND ALL
AGREEMENTS CAREFULLY.

IF  ETRAVNET.COM,  INC.  OFFERS YOU A FRANCHISE,  IT MUST PROVIDE THIS  OFFERING
CIRCULAR TO YOU BY THE EARLIEST OF:

1.     THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

2.     TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

3.     TEN BUSINESS DAYS BEFORE ANY PAYMENT TO ETRAVNET.COM, INC.

YOU MUST ALSO RECEIVE A FRANCHISE  AGREEMENT  CONTAINING  ALL MATERIAL  TERMS AT
LEAST FIVE (5) BUSINESS DAYS BEFORE YOU SIGN ANY FRANCHISE AGREEMENT.

IF ETRAVNET.COM,  INC. DOES NOT DELIVER THIS OFFERING  CIRCULAR ON TIME OR IF IT
CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF
FEDERAL  AND STATE LAW MAY HAVE  OCCURRED  AND SHOULD BE REPORTED TO THE FEDERAL
TRADE  COMMISSION,  WASHINGTON,  D.C.  20580 AND THE  APPROPRIATE  STATE  AGENCY
IDENTIFIED ON EXHIBIT 1.

ETRAVNET.COM,  INC. authorizes the respective parties identified on Exhibit 1 to
receive  service of process for it in the  particular  state.  I have received a
Uniform  Franchise  Offering  Circular  dated  _________________,   _____.  This
Offering Circular included the following Exhibits:

1.         List of State Agencies/Agents for Service of Process
2.         State Specific Addendum
3.         Start-Up Full Service License Agreement
4.         Conversion License Agreement
5.         SoHo License Agreement
6.         Power Partners License Agreement
7.         Operating Manual Table of Contents
8.         List of Franchisees
9.         Franchisees Who Have Left System
10.            Regional Presidents
11.        Financial Statements



Dated:_____________________________  Franchisee_________________________________








<PAGE>


                                     RECEIPT


THIS OFFERING  CIRCULAR  SUMMARIZES  PROVISIONS  OF THE FRANCHISE  AGREEMENT AND
OTHER  INFORMATION  IN PLAIN  LANGUAGE.  READ  THIS  OFFERING  CIRCULAR  AND ALL
AGREEMENTS CAREFULLY.

IF  ETRAVNET.COM,  INC.  OFFERS YOU A FRANCHISE,  IT MUST PROVIDE THIS  OFFERING
CIRCULAR TO YOU BY THE EARLIEST OF:

1.     THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

2.     TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

3.     TEN BUSINESS DAYS BEFORE ANY PAYMENT TO ETRAVNET.COM, INC.

YOU MUST ALSO RECEIVE A FRANCHISE  AGREEMENT  CONTAINING  ALL MATERIAL  TERMS AT
LEAST FIVE (5) BUSINESS DAYS BEFORE YOU SIGN ANY FRANCHISE AGREEMENT.

IF ETRAVNET.COM,  INC. DOES NOT DELIVER THIS OFFERING  CIRCULAR ON TIME OR IF IT
CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF
FEDERAL  AND STATE LAW MAY HAVE  OCCURRED  AND SHOULD BE REPORTED TO THE FEDERAL
TRADE  COMMISSION,  WASHINGTON,  D.C.  20580 AND THE  APPROPRIATE  STATE  AGENCY
IDENTIFIED ON EXHIBIT 1.

ETRAVNET.COM,  INC.  authorizes  the  respective  state  agencies  identified on
Exhibit 1 to receive  service of process for it in the particular  state. I have
received a Uniform Franchise Offering Circular dated  _________________,  _____.
This Offering Circular included the following Exhibits:

1.         List of State Agencies/Agents for Service of Process
2.         State Specific Addendum
3.         Start-Up Full Service License Agreement
4.         Conversion License Agreement
5.         SoHo License Agreement
6.         Power Partners License Agreement
7.         Operating Manual Table of Contents
8.         List of Franchisees
9.         Franchisees Who Have Left System
10.            Regional Presidents
11.        Financial Statements



Dated:_____________________________  Franchisee_________________________________


CALIFORNIA  FRANCHISE  INVESTMENT  LAW  REQUIRES  THAT  A COPY  OF ALL  PROPOSED
AGREEMENTS  RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE
OFFERING CIRCULAR.




<PAGE>


                                     RECEIPT


THIS OFFERING  CIRCULAR  SUMMARIZES  PROVISIONS  OF THE FRANCHISE  AGREEMENT AND
OTHER  INFORMATION  IN PLAIN  LANGUAGE.  READ  THIS  OFFERING  CIRCULAR  AND ALL
AGREEMENTS CAREFULLY.

IF  ETRAVNET.COM,  INC.  OFFERS YOU A FRANCHISE,  IT MUST PROVIDE THIS  OFFERING
CIRCULAR TO YOU BY THE EARLIEST OF:

1.     THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

2.     TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

3.     TEN BUSINESS DAYS BEFORE ANY PAYMENT TO ETRAVNET.COM, INC.

YOU MUST ALSO RECEIVE A FRANCHISE  AGREEMENT  CONTAINING  ALL MATERIAL  TERMS AT
LEAST FIVE (5) BUSINESS DAYS BEFORE YOU SIGN ANY FRANCHISE AGREEMENT.

IF ETRAVNET.COM,  INC. DOES NOT DELIVER THIS OFFERING  CIRCULAR ON TIME OR IF IT
CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF
FEDERAL  AND STATE LAW MAY HAVE  OCCURRED  AND SHOULD BE REPORTED TO THE FEDERAL
TRADE COMMISSION, WASHINGTON, D.C. 20580 AND THE OFFICE OF THE ATTORNEY GENERAL,
20TH FLOOR, 200 ST. PAUL PLACE, BALTIMORE,  MARYLAND 21202-2020. YOUR REGISTERED
AGENT  AUTHORIZED  TO RECEIVE  PROCESS IN  MARYLAND IS THE  MARYLAND  SECURITIES
COMMISSIONER, 20TH FLOOR, 200 ST. PAUL PLACE, BALTIMORE, MARYLAND 21202-2020.

ETRAVNET.COM,  INC. authorizes the respective parties identified on Exhibit 1 to
receive  service of process for it in the  particular  state.  I have received a
Uniform  Franchise  Offering  Circular  dated  _________________,   _____.  This
Offering Circular included the following Exhibits:

1.         List of State Agencies/Agents for Service of Process
2.         State Specific Addendum
3.         Start-Up Full Service License Agreement
4.         Conversion License Agreement
5.         SoHo License Agreement
6.         Power Partners License Agreement
7.         Operating Manual Table of Contents
8.         List of Franchisees
9.         Franchisees Who Have Left System
10.            Regional Presidents
11.        Financial Statements



Dated:_____________________________  Franchisee_________________________________






<PAGE>


                                     RECEIPT


THIS OFFERING  CIRCULAR  SUMMARIZES  PROVISIONS  OF THE FRANCHISE  AGREEMENT AND
OTHER  INFORMATION  IN PLAIN  LANGUAGE.  READ  THIS  OFFERING  CIRCULAR  AND ALL
AGREEMENTS CAREFULLY.

IF  ETRAVNET.COM,  INC.  OFFERS YOU A FRANCHISE,  IT MUST PROVIDE THIS  OFFERING
CIRCULAR TO YOU BY THE EARLIEST OF:

1.     THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

2.     TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

3.     TEN BUSINESS DAYS BEFORE ANY PAYMENT TO ETRAVNET.COM, INC.

YOU MUST ALSO RECEIVE A FRANCHISE  AGREEMENT  CONTAINING  ALL MATERIAL  TERMS AT
LEAST FIVE (5) BUSINESS DAYS BEFORE YOU SIGN ANY FRANCHISE AGREEMENT.

IF ETRAVNET.COM,  INC. DOES NOT DELIVER THIS OFFERING  CIRCULAR ON TIME OR IF IT
CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF
FEDERAL  AND STATE LAW MAY HAVE  OCCURRED  AND SHOULD BE REPORTED TO THE FEDERAL
TRADE COMMISSION,  WASHINGTON,  D.C. 20580 AND THE STATE CORPORATION COMMISSION,
NINTH FLOOR, 1300 EAST MAIN STREET, RICHMOND, VIRGINIA 23219.

ETRAVNET.COM,  INC.  authorizes  the  respective  state  agencies  identified on
Exhibit 1 to receive  service of process for it in the particular  state. I have
received a Uniform Franchise Offering Circular dated  _________________,  _____.
This Offering Circular included the following Exhibits:

1.         List of State Agencies/Agents for Service of Process
2.         State Specific Addendum
3.         Start-Up Full Service License Agreement
4.         Conversion License Agreement
5.         SoHo License Agreement
6.         Power Partners License Agreement
7.         Operating Manual Table of Contents
8.         List of Franchisees
9.         Franchisees Who Have Left System
10.            Regional Presidents
11.        Financial Statements



Dated:_____________________________  Franchisee_________________________________