Exhibit 10.23  



	

 
	

	www.fcg.com





December 20,
2002 


Ms. Fatima
J. Reep

President, First Ticket Travel

10891 Los Alamitos Blvd

Los Alamitos, CA 90720 


	Re:
	First
Consulting Group (FCG) and First Ticket Travel (FTT) Letter of Agreement for Travel Agency and Consulting Services for 2003 



Dear
Fatima: 


        This
letter confirms our discussions and understanding regarding services to be provided by FTT to FCG during calendar year 2003. Effective January 1, 2003, FTT and FCG agree as
follows: 


Travel Agency and Planning Services  


        During 2003, FTT agrees to provide on-going travel agency services to FCG and its associates on a non-exclusive basis. As full
consideration for FTT's travel agency services, FCG agrees to the following transactional service fees to FTT: (i) $48.00 per air or rail ticket and (ii) 13% planning fee for any
meetings planned by FTT on behalf of FCG. The 13% planning fee shall be a percentage of meeting costs and shall be net of any commissions earned by FTT from hotels, transportation providers, etc. The
appropriate FCG executive sponsor for the meeting shall approve all meeting costs and budget. 



        As
part of its on-going services, FTT agrees to provide associates with quotes for two rates, lowest available fare and the fare for the most convenient route. In so doing,
FTT will be assisting FCG and its associates in ensuring that FCG associates are able to continually evaluate cost of travel each time a trip is booked. 


Special Event Services  


        FCG will designate First Ticket Travel as FCG's travel agency and provider of meeting planning/logistics services for any special events held by FCG in 2003. In
this capacity, FTT will provide at a minimum the following services: 



	•
	Provide
travel agency services to its associates who will attend the meetings. These services will include: air, rail, and hotel reservations; toll free
phone access for FCG associates, 24-hour response time to requests.



	•
	Utilize
the Conference Planning Tool on KITE® for consolidated event, travel and hotel reservations. Provide confirmation notices by email to all
attendees 30 to 15 days prior to the event.



	•
	Negotiate
"best available" airfare on FCG's behalf with major carriers to minimize FCG's airfare costs.



	•
	Provide
support and assistance to FCG through the site contract negotiation phase.



	•
	Prepare
and deliver the travel manifest to the hotel. 






 



	•
	Provide
onsite meeting planning/logistics services and travel service support as needed. Function as the primary point-of-contact for
FCG associates with travel or hotel questions and meeting planning. Coordinate with the host hotel to resolve issues such as room assignments and ground transportation and all aspects of the meeting
costs.



	•
	Provide
support and assistance to FCG through the reconciliation of the Master Account bill, resolve any billing related issues with hotel and vendors 




        As
full consideration for FTT's services, FCG agrees will pay consideration set forth in "Travel Agency Services" above. 


        In
addition to the above consideration, FCG will: 



	•
	Provide
user account access to the Conference Planning Tool on KITE for registration and confirmation processing.



	•
	Provide
up to 3 rooms at host hotel for onsite travel support, meeting coordination and planning, including a laser printer, a fax machine, internet access
for up to three computers, three telephone lines, onsite technical support from the FCG Help Desk, and access to a copy machine.



	•
	Reimburse
FTT for round trip coach-class airfare for necessary FTT staff for onsite support. 




        FTT
is responsible for providing its own PC equipment and for any expenses incurred not listed above. 


General  


        The terms of this letter shall be effective for the period beginning January 1, 2003 and ending December 31, 2003. The engagement outlined in this
letter may only be terminated by mutual written agreement of the parties or for cause (i.e., a failure to perform by FTT or non-payment by FCG). Any termination for cause requires
30 days advance written notice of default from one party to the other party and the termination shall be effective only if the defaulting party has not cured the default. This letter can only
be amended by mutual written agreement of the parties. 


        Fatima,
we look forward to working with FTT in 2003. If you are in agreement with the engagement terms set forth in this letter, please acknowledge FTT's acceptance of this engagement
below. 


Sincerely, 


Chuck
McBride

Executive Vice President and Chief Financial Officer 


ACKNOWLEDGED: 



	

    
 Fatima J. Reep

President—First Ticket Travel	
 	

 




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