EXHIBIT 10.17

                                  CONFIDENTIAL

      THE  SECURITIES   OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR THE  LAWS  OF ANY  STATE  OR  OTHER
JURISDICTION.  THE SECURITIES  ARE BEING OFFERED FOR  INVESTMENT  PURPOSES ONLY,
WITHOUT A VIEW TO RESALE OR DISTRIBUTION  THEREOF, AND MAY NOT BE TRANSFERRED OR
DISPOSED  OF IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
SECURITIES  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION,  OR THE  AVAILABILITY OF AN
EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENTS.  NEITHER  THE  SECURITIES  AND
EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES  COMMISSION  HAS  APPROVED  OR
DISAPPROVED OF THESE  SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
SECURITIES  PURCHASE  AGREEMENT  OR ANY OF THE  OTHER  OFFERING  DOCUMENTS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                          SECURITIES PURCHASE AGREEMENT

      THIS SECURITIES PURCHASE AGREEMENT (this  "Agreement"),  dated January 12,
2004, by and between  INTERNATIONAL  TRAVEL CD'S,  INC., a Colorado  corporation
(the  "Company"),  and RAM  TRADING  LTD.,  a Cayman  Islands  exempted  company
("Purchaser").

                                R E C I T A L S:

      WHEREAS,  Purchaser  desires to purchase  and the Company  desires to sell
1,000,000 shares (the "Shares") of common stock, no par value per share ("Common
Stock"), of the Company on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises hereof and the agreements
set forth herein below, the parties hereto hereby agree as follows:

      1.    Sale and Purchase of Shares; Closing.

            (a) Sale and Purchase of Shares. Subject to the terms and conditions
hereof,  at the Closing (as defined below),  the Company shall issue and sell to
Purchaser,  and  Purchaser  shall  purchase  from the  Company,  the Shares at a
purchase price (the "Purchase Price") of $320,000.

            (b) Closing. The closing of the sale and purchase of the Shares (the
"Closing") shall take place by telephone,  facsimile  transmission and overnight
courier upon execution of this Agreement.  At the Closing: (i) the Company shall
deliver to Purchaser certificate(s)  evidencing the Shares; (ii) Purchaser shall
pay the Purchase  Price to the Company by check or wire transfer of  immediately
available  funds;  and (iii) the Company and Purchaser shall execute and deliver

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any  and  all  additional  documents,  certificates,   consents  and  agreements
necessary to release any funds or other property of the Company from escrow,  to
effectuate  the  transfer  of  the  Shares  or  to  complete  the   transactions
contemplated hereby.

      2.    Description of Securities.

            (a) Rights and  Obligations.  The Shares  shall have such rights and
obligations as set forth in the Company's Articles of Incorporation, as amended.

            (b) Restricted Securities. The Shares have not been registered under
the Securities Act of 1933, as amended (the "Securities  Act" or "Act"),  or any
applicable state securities, or "blue sky," laws, are "restricted securities" as
that  term is  defined  under  Rule 144 of the  Securities  Act,  and may not be
offered for sale or sold or otherwise  transferred in a transaction  which would
constitute a sale thereof  within the meaning of the  Securities Act unless such
Shares (i) have been  registered for sale under the Securities Act and have been
registered or qualified under  applicable  state securities laws relating to the
offer  and  sale of  securities;  or  (ii)  are  exempt  from  the  registration
requirements  of the  Securities  Act and are exempt  from the  registration  or
qualification  requirements of such state  securities laws. In any case where an
exemption is relied upon by Purchaser from the registration  requirements of the
Securities Act and the registration or qualification  requirements of such state
securities  laws,  Purchase shall furnish the Company with an opinion of counsel
stating that the proposed sale or other  disposition  of such  securities may be
effected  without  registration  under the Securities Act and will not result in
any  violation  of  any  applicable   state  securities  laws  relating  to  the
registration or  qualification  of securities for sale, such counsel and opinion
to be satisfactory to the Company.

      3.  Representations and Warranties of Purchaser.  Purchaser represents and
warrants to the Company as follows:

            (a) Corporate Power and Authority;  Binding Agreement. The execution
and  delivery  of  this  Agreement  by  Purchaser  and the  consummation  of the
transactions contemplated hereby are within the power and authority of Purchaser
and have been duly authorized by all necessary corporate or other organizational
action  of  Purchaser.  No other  corporation,  or other  organizational  act or
proceeding on the part of Purchaser is necessary to authorize  this Agreement or
the consummation of the transactions contemplated hereby.  Purchaser's signatory
hereto has full power and authority to execute and deliver this Agreement in the
name of and on behalf of  Purchaser,  and the  signature  is genuine.  When duly
executed and delivered by the parties  hereto,  this Agreement will constitute a
valid and legally  binding  obligation  of Purchaser  enforceable  against it in
accordance with its terms.

            (b) Accredited Investor. Purchaser has such knowledge and experience
in business and financial  matters that  Purchaser is capable of evaluating  the
merits of and risks  associated  with  purchasing  the Shares.  Purchaser  is an
"accredited investor" as that term is defined in Rule 501 of Regulation D of the
Securities Act.

            (c)  No  Conflict.  The  execution,   delivery  and  performance  by
Purchaser of the Agreement and the transactions  contemplated  hereby are within
the powers of Purchaser and will not constitute or result in a breach or default

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under,  or conflict with, any order,  ruling or regulation of any court or other
tribunal or of any governmental  commission or agency, or any agreement or other
undertaking, to which Purchaser is a party or by which Purchaser is bound.

            (d) Investment Intent.  Purchaser hereby acknowledges that Purchaser
has been advised that this  offering has not been  registered  with, or reviewed
by, the  Securities  and Exchange  Commission  ("SEC")  because this offering is
intended to be a private offering pursuant to Section 4(2) of the Securities Act
and/or Rule 506 of Regulation D thereunder. Purchaser represents that the Shares
are being  purchased for  Purchaser's own account and not on behalf of any other
person, for investment purposes only and not with a view towards distribution or
resale to others.  Purchaser  agrees  that  Purchaser  will not attempt to sell,
transfer,  assign,  pledge or  otherwise  dispose  of all or any  portion of the
Shares  unless they are  registered  under the  Securities  Act or unless in the
opinion  of counsel an  exemption  from such  registration  is  available,  such
counsel  and  such  opinion  to  be  satisfactory  to  the  Company.   Purchaser
understands that the Shares have not been registered under the Securities Act by
reason of a claimed  exemption  under the  provisions of the Securities Act that
depends, in part, upon Purchaser's investment intention.

            (e) Other Securities Laws. Purchaser  understands that no securities
administrator  of any  state or other  jurisdiction  has  made  any  finding  or
determination relating to the fairness of this investment and that no securities
administrator  of any state has  recommended  or endorsed,  or will recommend or
endorse, the purchase and sale of the Shares.

            (f) No General Solicitation.  Purchaser acknowledges that no general
solicitation or general advertising (including  communications  published in any
newspaper, magazine, on the Internet or other broadcast) has been received by it
and that no public solicitation or advertisement with respect to the offering of
the Shares has been made to it.

            (g) Advice of Tax and Legal  Advisors.  Purchaser  has relied solely
upon the advice of its own tax and legal  advisors  with  respect to the tax and
other legal aspects of this investment.

            (h) Access to Information.  Purchaser has had access to all material
and relevant information  concerning the Company, and its management,  financial
condition,   capitalization,   market  information,  properties  and  prospects,
necessary  to enable  Purchaser  to make an informed  investment  decision  with
respect to its  investment  in the  Shares,  including  but not  limited to, the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2002,  and the  Company's  Quarterly  Reports on Form 10-QSB for the three month
periods ended March 31, June 30, and September 30, 2003. Purchaser has carefully
read and  reviewed,  and is familiar with and  understands  the contents of, the
Form 10-KSB and Forms 10-QSB, including,  without limitation, the "Risk Factors"
set  forth  in the  Form  10-KSB.  Purchaser  acknowledges  that  it has had the
opportunity  to ask  questions  of  and  receive  answers  from,  and to  obtain
additional information from, representatives of the Company concerning the terms
and conditions of the Agreement,  the acquisition of the Shares, and the present
and proposed  business and financial  condition of the Company,  and has had all
such  questions  answered to its  satisfaction  and has been  supplied  with all
information requested.

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            (i) No Brokers  Fees.  No person has or will receive from  Purchaser
or, to  Purchaser'  knowledge,  from any other  person,  any  compensation  as a
broker,  finder or advisor, or in any other capacity in connection with the sale
and purchase of the Shares

            (j) Legend on Certificates.  Purchaser  understands and acknowledges
that the Shares and any certificates  issued in replacement  therefor shall bear
the  following  legend,  in  addition  to any other  legend  required  by law or
otherwise:

            "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
            BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
            AMENDED,  OR  APPLICABLE  SECURITIES  LAWS OF ANY STATE OR
            OTHER  JURISDICTION.  THE  SECURITIES  REPRESENTED BY THIS
            CERTIFICATE  HAVE BEEN TAKEN BY THE  REGISTERED  OWNER FOR
            INVESTMENT,  AND WITHOUT A VIEW TO RESALE OR  DISTRIBUTION
            THEREOF,  AND MAY NOT BE TRANSFERRED OR DISPOSED OF IN THE
            ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
            SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,
            AND  APPLICABLE  SECURITIES  LAWS OF ANY  STATE  OR  OTHER
            JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
            ISSUER THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED."

      4.  Representations  and  Warranties  of the Company.  The Company  hereby
represents and warrants to Purchaser as follows:

            (a) Organization and Standing of the Company.  The Company is a duly
organized and validly  existing  corporation  in good standing under the laws of
the State of Colorado with adequate  power and authority to conduct the business
in which it is now engaged,  has the corporate power and authority to enter into
this  Agreement,  and is duly qualified and licensed to do business as a foreign
corporation in such other states or  jurisdictions  as is necessary to enable it
to  carry on its  business,  except  where  failure  to do so  would  not have a
material adverse effect on its business.

            (b)  Corporate  Power and  Authority.  The execution and delivery of
this  Agreement  and  the  transactions   contemplated  hereby  have  been  duly
authorized by the Board of Directors of the Company.  No other  corporate act or
proceeding on the part of the Company is necessary to authorize  this  Agreement
or the consummation of the transactions  contemplated hereby. When duly executed
and delivered by the parties hereto,  this Agreement will constitute a valid and
legally binding obligation of the Company  enforceable  against it in accordance
with its terms,  except as such enforceability may be limited by (i) bankruptcy,
insolvency,  moratorium,  reorganization  or other  similar  laws and  legal and
equitable  principles  limiting or affecting the rights of creditors  generally;
and/or (ii) general principles of equity,  regardless of whether considered in a
proceeding in equity or at law.

            (c)  No  Conflict.  The  execution,   delivery  and  performance  by
Purchaser of the Agreement and the transactions  contemplated  hereby are within
the  powers  of the  Company  and will not  constitute  or result in a breach or

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default under, or conflict with, any order, ruling or regulation of any court or
other tribunal or of any governmental  commission or agency, or any agreement or
other  undertaking,  to which the  Company is a party or by which the Company is
bound.

            (d) Reservation of Shares.  The requisite number of shares of Common
Stock have been duly  authorized  and reserved for issuance  upon the  Company's
receipt and  acceptance of payment  therefore,  or conversion of the Shares,  as
applicable,  and no further  corporate action is required for the valid issuance
of such Shares.

            (e) No Brokers  Fees.  No person has or will receive from  Purchaser
or, to  Purchaser'  knowledge,  from any other  person,  any  compensation  as a
broker,  finder or advisor, or in any other capacity in connection with the sale
and purchase of the Shares

      5. Registration Rights. The Company covenants and agrees as follows:

            5.1 For the  purpose of this  Section 5, the  following  definitions
shall apply:

                  (a) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended,  and the rules and regulations of the SEC  thereunder,  all as
the same shall be in effect at the time.

                  (b) "Person" shall mean an individual, partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative,  association or other form of business organization, whether or not
regarded  as a legal  entity  under  applicable  law,  a trust  (inter  vivos or
testamentary),  an  estate  of a  deceased,  insane  or  incompetent  person,  a
quasi-governmental  entity,  a government  or any agency,  authority,  political
subdivision or other instrumentality thereof, or any other entity.

                  (c) "Register,"  "registered," and "registration"  shall refer
to a registration  effected by preparing and filing a registration  statement in
compliance with the Act, and the declaration or order of  effectiveness  of such
registration statement or document.

                  (d)  "Registration  Statement"  shall  mean  any  registration
statement  of the  Company  filed with the SEC  pursuant  to the  provisions  of
Paragraph 5.2 of this Agreement, which covers the resale of the Restricted Stock
on an  appropriate  form  then  permitted  by  the  SEC  to  be  used  for  such
registration and the sales  contemplated to be made thereby under the Securities
Act, or any similar rule that may be adopted by the SEC, and all  amendments and
supplements  to such  registration  statement,  including  any  pre-  and  post-
effective  amendments thereto,  in each case including the prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

                  (e) "Restricted Stock" shall mean (i) the Shares; and (ii) any
additional  shares of Common Stock  issued or issuable  after the date hereof in
respect of any of the foregoing securities,  by way of a stock dividend or stock
split;  provided  that as to any  particular  shares of Restricted  Stock,  such
securities  shall cease to constitute  Restricted  Stock (x) when a Registration
Statement  with  respect  to the  sale  of such  securities  shall  have  become
effective  under  the Act and  such  securities  shall  have  been  disposed  of
thereunder, or (y) when such securities are permitted to be distributed pursuant

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to Rule 144(k) (or any  successor  provision  to such Rule) under the Act or are
otherwise freely  transferable to the public without further  registration under
the Act.

                  (f) "Selling Stockholders" shall mean Purchaser and any of its
respective successors and assigns.

            5.2. Registration of the Shares.

                  (a) The  Company  shall  notify all  Selling  Stockholders  in
writing  at least  fifteen  (15) days  prior to the  filing of any  registration
statement  under  the  Securities  Act for  purposes  of a  public  offering  of
securities  of  the  Company  (including,   but  not  limited  to,  registration
statements  relating to secondary  offerings of securities  of the Company,  but
excluding  registration  statements  on SEC Forms  S-4,  S-8 or any  similar  or
successor forms) and will afford each such Selling Stockholder an opportunity to
include in such registration statement all or part of such Restricted Stock held
by such Selling Stockholder. Each Selling Stockholder desiring to include in any
such  registration  statement all or any part of the Restricted Stock held by it
shall, within ten (10) days after the  above-described  notice from the Company,
so notify the Company in writing. Such notice shall state the intended method of
disposition of the Restricted  Stock by such Selling  Stockholder.  If a Selling
Stockholder  decides  not  to  include  all  of  its  Restricted  Stock  in  any
registration  statement  thereafter  filed by the  Company,  such  Holder  shall
nevertheless  continue to have the right to include any Restricted  Stock in any
subsequent  registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities,  all upon the terms and
conditions set forth herein.

                  (b) In the event that any  registration  pursuant to Paragraph
5.2(a) shall be, in whole or in part, an underwritten  public offering of Common
Stock on behalf of the Company, all Selling Stockholders proposing to distribute
their   Restricted  Stock  through  such   underwriting   shall  enter  into  an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected  for such  underwriting  by the Company.  If the  managing  underwriter
thereof  advises  the  Company  in  writing  that in its  opinion  the number of
securities  requested  to be  included in such  registration  exceeds the number
which can be sold in an orderly  manner in such  offering  within a price  range
acceptable to the Company,  the Company shall include in such  registration  (i)
first, the securities the Company proposes to sell, (ii) second,  the securities
held by persons who are parties to an agreement  with the Company which provides
for "demand" or "mandatory"  registration rights and (iii) third, the Restricted
Stock and any other registrable securities eligible and requested to be included
in such  registration  to the extent that the number of shares to be  registered
under this clause  (iii) will not, in the opinion of the  managing  underwriter,
adversely affect the offering of the securities pursuant to clause (i) and (ii).
In such a case,  shares shall be  registered  pro rata among the holders of such
Restricted Stock and registrable securities on the basis of the number of shares
eligible for registration that are owned by all such holders and requested to be
included in such registration.

                  (c) Notwithstanding anything to the contrary contained herein,
the Company's obligation in Paragraphs 5.2(a) and 5.2(b) above shall extend only
to the  inclusion  of the  Restricted  Stock in a  Registration  Statement.  The
Company  shall  have no  obligation  to  assure  the  terms  and  conditions  of
distribution, to obtain a commitment from an underwriter relative to the sale of
the Restricted Stock or to otherwise assume any  responsibility  for the manner,
price or terms of the distribution of the Restricted Stock.

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                  (d) The Company  shall have the right to terminate or withdraw
any  registration   initiated  by  it  under  this  Section  5.2  prior  to  the
effectiveness of such registration  without thereby  incurring  liability to the
holders of the Restricted Stock, regardless of whether any holder has elected to
include  securities  in such  registration.  The  Registration  Expenses of such
withdrawn  registration shall be borne by the Company in accordance with Section
5.4 hereof.

            5.3. Registration  Procedures.  Whenever it is obligated to register
any Restricted Stock pursuant to this Agreement, the Company shall:

                  (a)  prepare  and file with the SEC a  Registration  Statement
with respect to the  Restricted  Stock in the manner set forth in Paragraph  5.2
hereof and use its reasonable best efforts to cause such Registration  Statement
to become  effective as promptly as possible and to remain  effective  until the
earlier  of (i) the  period in which  all  shares of  Restricted  Stock  covered
thereby shall have been sold, or (ii) nine (9) months from the effective date of
the first  Registration  Statement filed by the Company with the SEC pursuant to
this Agreement or with respect to any  subsequent  Registration  Statement,  180
days from the effective date of such Registration Statement;

                  (b) prepare and file with the SEC such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective for the period  specified in Paragraph 5.3(a)
above  and to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of all Restricted  Stock covered by such  Registration  Statement in
accordance   with  the  intended   method  of  disposition  set  forth  in  such
Registration Statement for such period;

                  (c) furnish to the Selling  Stockholders such number of copies
of the Registration  Statement and the prospectus  included  therein  (including
each preliminary  prospectus) as such person may reasonably  request in order to
facilitate the public sale or other  disposition of the Restricted Stock covered
by such Registration Statement;

                  (d) use its reasonable best efforts to register or qualify the
Restricted  Stock  covered  by  such  Registration  Statement  under  the  state
securities  laws  of  such  jurisdictions  as  any  Selling   Stockholder  shall
reasonably request;  provided,  however, that the Company shall not for any such
purpose be  required  to qualify  generally  to  transact  business as a foreign
corporation  in any  jurisdiction  where it is not so qualified or to consent to
general service of process in any such jurisdiction;

                  (e) in the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary  form,  with  the  managing  underwriter(s)  of  such  offering.  Each
Purchaser  participating in such underwriting  shall also enter into and perform
its obligations under such an agreement, as described in Section 6.2(b);

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                  (f)  immediately  notify each Selling  Stockholder at any time
when a prospectus relating thereto is required to be delivered under the Act, of
the happening of any event as a result of which the prospectus contained in such
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material  fact or omits to state a material  fact  required or  necessary  to be
stated therein in order to make the statements  contained therein not misleading
in light of the  circumstances  under which they were made. The Company will use
reasonable efforts to amend or supplement such prospectus in order to cause such
prospectus  not to include any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made;

                  (g)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statements  as may be  necessary  to  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement;

                  (h) make available for  inspection by any Selling  Stockholder
and any attorney, accountant or other agent retained by any Selling Stockholder,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company's officers, directors and employees to supply
all  information  reasonably  requested  by any Selling  Stockholder,  attorney,
accountant or agent in connection with such  Registration  Statement;  provided,
however,  that such Selling  Stockholder,  underwriter,  attorney or  accountant
shall agree to hold in confidence and trust all information so provided;

                  (i) use its  reasonable  best  efforts to list the  Restricted
Stock  covered by such  Registration  Statement  on each  exchange or  automated
quotation  system on which  similar  securities  issued by the  Company are then
listed  (with the  listing  application  being made at the time of the filing of
such Registration Statement or as soon thereafter as is reasonably practicable);

                  (j) notify each Selling  Stockholder  of any threat by the SEC
or state  securities  commission to undertake a stop order with respect to sales
under the Registration Statement; and

                  (k) cooperate in the timely removal of any restrictive legends
from the shares of Restricted Stock in connection with the resale of such shares
covered by an effective Registration Statement.


            5.4. Delay of Registration.  No Selling  Stockholder  shall have any
right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section 5.

            5.5 Expenses.

                  (a)  For  the  purposes  of  this   Paragraph  5.5,  the  term
"Registration  Expenses"  shall mean:  all  expenses  incurred by the Company in
complying with Paragraph 5.2 of this Agreement,  including,  without limitation,
all registration and filing fees,  printing expenses,  fees and disbursements of

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counsel and independent public accountants for the Company,  reasonable fees and
disbursements  of a single special  counsel for the Selling  Stockholders,  fees
under state  securities  laws,  fees of the National  Association  of Securities
Dealers, Inc. ("NASD"),  fees and expenses of listing shares of Restricted Stock
on any securities  exchange or automated quotation system on which the Company's
shares are listed and fees of transfer agents and registrars.  The term "Selling
Expenses"  shall  mean:  all  underwriting  discounts  and  selling  commissions
applicable   to  the  sale  of   Restricted   Stock  and  all   accountable   or
non-accountable expenses paid to any underwriter in respect of such sale.

                  (b) Except as otherwise  provided herein, the Company will pay
all Registration  Expenses in connection with the Registration  Statements filed
pursuant to Paragraph 5.2 of this Agreement.  All Selling Expenses in connection
with  any  Registration  Statements  filed  pursuant  to  Paragraph  5.1 of this
Agreement  shall be borne by the Selling  Stockholders  pro rata on the basis of
the number of shares  registered  by each  Selling  Stockholder  whose shares of
Restricted Stock are covered by such Registration  Statement, or by such persons
other than the  Company  (except to the extent the  Company  may be a seller) as
they may agree.

            5.6. Obligations of the Selling Stockholder.

                  (a) In  connection  with  each  registration  hereunder,  each
Selling Stockholder will furnish to the Company in writing such information with
respect to it and the securities held by it and the proposed distribution by it,
as shall be  reasonably  requested by the Company in order to assure  compliance
with applicable  federal and state  securities laws as a condition  precedent to
including  the  Selling  Stockholder's  Restricted  Stock  in  the  Registration
Statement.  Each Selling  Stockholder  shall also promptly notify the Company of
any  changes in such  information  included  in the  Registration  Statement  or
prospectus as a result of which there is an untrue statement of material fact or
an omission  to state any  material  fact  required  or  necessary  to be stated
therein in order to make the  statements  contained  therein not  misleading  in
light of the circumstances under which they were made.

                  (b)  In  connection  with  the  filing  of  the   Registration
Statement, each Selling Stockholder shall furnish to the Company in writing such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection with such Registration Statement or prospectus.

                  (c) In  connection  with each  registration  pursuant  to this
Agreement,  each Selling Stockholder agrees that it will not effect sales of any
Restricted  Stock  until  notified by the  Company of the  effectiveness  of the
Registration Statement,  and thereafter will suspend such sales after receipt of
telegraphic  or written  notice from the Company to suspend  sales to permit the
Company to correct or update a Registration Statement or prospectus.  At the end
of any period  during  which the  Company is  obligated  to keep a  Registration
Statement  current,   each  Selling   Stockholder  shall  discontinue  sales  of
Restricted Stock pursuant to such Registration  Statement upon receipt of notice
from the Company of its  intention to remove from  registration  the  Restricted
Stock covered by such  Registration  Statement  which remains  unsold,  and each
Selling  Stockholder shall notify the Company of the number of shares registered
which remain unsold immediately upon receipt of such notice from the Company.

                                       9
<PAGE>

            5.7. Information Blackout and Holdbacks.

                  (a)  At  any  time  when  a  Registration  Statement  effected
pursuant to Paragraph 5.2 is effective,  upon written notice from the Company to
Purchaser  that  the  Company  has  determined  in good  faith  that the sale of
Restricted Stock pursuant to the Registration Statement would require disclosure
of non-public material information,  Purchaser shall suspend sales of Restricted
Stock  pursuant to such  Registration  Statement  until such time as the Company
notifies  Purchaser  that such material  information  has been  disclosed to the
public or has ceased to be material, or that sales pursuant to such Registration
Statement may otherwise be resumed.

                  (b)  Notwithstanding  any other  provision of this  Agreement,
Purchaser  shall not effect any public  sale or  distribution  (including  sales
pursuant  to Rule  144),  if and when  available,  of equity  securities  of the
Company,  or any securities  convertible into or exchangeable or exercisable for
such  securities,  during the thirty (30) days prior to the  commencement of any
primary  offering  to be  undertaken  by the  Company of shares of its  unissued
Common Stock ("Primary Offering"),  which may also include other securities, and
ending  one  hundred  twenty  (120) days after  completion  of any such  Primary
Offering,  unless  the  Company,  in  the  case  of a  non-underwritten  Primary
Offering,  or the managing  underwriter,  in the case of an underwritten Primary
Offering, otherwise agree.

            5.8. Indemnification.

                  (a) The Company agrees to indemnify,  to the extent  permitted
by  law,  each  Selling  Stockholder,   such  Selling  Stockholder's  respective
partners,  officers,  directors,  underwriters  and each Person who controls any
Selling Stockholder (within the meaning of the Act) against all losses,  claims,
damages,  liabilities  and  expenses  caused by (i) any untrue  statement  of or
alleged  untrue  statement  of  material  fact  contained  in  the  Registration
Statement,  prospectus or  preliminary  prospectus  or any amendment  thereof or
supplement thereto,  (ii) any omission of or alleged omission of a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or (iii) any  violation or alleged  violation by the Company of the
Act,  the  Exchange  Act,  any state  securities  law or any rule or  regulation
promulgated  under the Act,  the  Exchange  Act or any state  securities  law in
connection   with  the   offering   covered  by  such   registration   statement
("Violations");  provided,  however,  that the indemnity  agreement contained in
this Section  5.8(a) shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Company,  which consent shall not be  unreasonably  withheld,
nor shall the Company be liable in for any loss,  claim,  damage,  liability  or
action to the extent  that it arises out of or is based upon a  Violation  which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly  for  use  in  connection  with  such  registration  by  such  Selling
Stockholder,  partner, officer,  director,  underwriter or controlling person of
such Selling Stockholder.

                  (b) To the extent  permitted by law, each Selling  Stockholder
shall  indemnify  and hold  harmless the  Company,  each of its  directors,  its
officers and each person, if any, who controls the Company within the meaning of
the Act, any underwriter and any other Selling  Stockholder  selling  securities
under such  registration  statement or any of such other  Selling  Stockholder's
partners,  directors  or  officers  or any  person  who  controls  such  Selling

                                       10
<PAGE>

Stockholder,  against  any  losses,  claims,  damages or  liabilities  (joint or
several) to which the Company or any such director, officer, controlling person,
underwriter or other such Selling Stockholder,  or partner, director, officer or
controlling person of such other Selling  Stockholder,  may become subject under
the Act, the Exchange Act or other federal or state law, insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereto) arise out of or
are  based  upon any  Violation,  in each  case to the  extent  (and only to the
extent) that such  Violation (i) occurs in reliance upon and in conformity  with
written  information  furnished by such Selling  Stockholder under an instrument
duly  executed  by such  Selling  Stockholder  for use in  connection  with such
registration;  or (ii) occurs as a result of any  disposition  of the Restricted
Stock  in  a  manner  that  fails  to  comply  with  the  permitted  methods  of
distribution identified within the Registration Statement.

                  (c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification  (provided  that the  failure to give  prompt
notice shall not impair any Person's right to  indemnification  hereunder to the
extent such failure has not prejudiced the indemnifying  party), and (ii) unless
in such indemnified  party's reasonable  judgment a conflict of interest between
such indemnified and indemnifying  parties may exist with respect to such claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the indemnifying  party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  (d) If the indemnification provided for in this Section 5.8 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any losses,  claims,  damages or  liabilities  referred to
herein,  the indemnifying  party, in lieu of indemnifying such indemnified party
thereunder,  shall to the extent  permitted by applicable  law contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect the
relative fault of the indemnifying  party on the one hand and of the indemnified
party on the other in  connection  with the  violation(s)  described  in Section
5.8(a) that resulted in such loss,  claim,  damage or liability,  as well as any
other relevant equitable considerations.  The relative fault of the indemnifying
party and of the  indemnified  party  shall be  determined  by a court of law by
reference to, among other things, whether the untrue or alleged untrue statement
of a  material  fact  or the  omission  to  state a  material  fact  relates  to
information  supplied by the indemnifying  party or by the indemnified party and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such  statement or  omission;  provided,  that in no event
shall  any  contribution  by a  Selling  Stockholder  hereunder  exceed  the net
proceeds from the offering received by such Selling Stockholder.

                  (e) The  indemnification  provided  for under  this  Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the  indemnified  party or any  officer,  director  or  controlling

                                       11
<PAGE>

Person of such  indemnified  party and shall survive the transfer of securities.
The Company also agrees to make such  provisions as are reasonably  requested by
any indemnified  party for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

      6.  Notices.  All  notices,  requests,  consents  or other  communications
required or permitted  hereunder shall be in writing and shall be hand delivered
or mailed,  first class postage prepaid,  by registered or certified mail to the
following addresses:

            If to the Company:

                  International Travel CD's, Inc.
                  111 Presidential Boulevard, Suite 158A
                  Bala Cynwyd, PA 19004
                  Attention:  President

            With a copy to:

                  Spector Gadon & Rosen, P.C.
                  Seven Penn Center
                  1635 Market Street, 7th Floor
                  Philadelphia, PA 19103
                  Attention: Vincent A. Vietti, Esquire

            If to Purchaser:

                  To that address indicated on the signature page hereof.

            Unless specified  otherwise,  such notices and other  communications
shall for all  purposes of this  Agreement  be treated as being  effective  upon
being  delivered  personally  or, if sent by mail,  five days after the same has
been  deposited in a regularly  maintained  receptacle for the deposit of United
States mail, addressed as set forth above, and postage prepaid.

      7.  Confidentiality.  The existence and contents of this Agreement and the
transactions  contemplated hereby are confidential and shall not be disclosed by
Purchaser  to any person for any  reason.  Purchaser  understands  that  certain
information contained herein may be regarded as material non-public  information
under Regulation FD under the Securities Act. Purchaser hereby acknowledges that
it remains bound by its prior express agreement to maintain the  confidentiality
of  such  information  and to  not  disclose  such  information  to any  person.
Purchaser  understands  that  federal law  provides  severe  civil and  criminal
penalties for trading in the public  market on the basis of material  non-public
information.

      8.   Survival  of   Representations   and   Warranties,   Indemnification.
Representations and warranties  contained herein shall survive the execution and
delivery of this  Agreement.  Purchaser  agrees to indemnify,  hold harmless and
defend the Company and its respective  affiliates and agents with respect to any
and all loss, damage,  expense, claim, action or liability any of them may incur
as a result of the breach or untruth of any  representations  or warranties made

                                       12
<PAGE>

by Purchaser  herein,  and  Purchaser  agrees that in the event of any breach or
untruth of any  representations  or  warranties  made by Purchaser  herein,  the
Company  may,  at its  option,  forthwith  rescind  the  sale of the  Shares  to
Purchaser.

      9. Parties in Interest.  All the terms and  provisions  of this  Agreement
shall be  binding  upon,  inure to the  benefit  of, and be  enforceable  by the
respective successors and permitted assigns of the parties hereto, provided that
this  Agreement  and the  interests  herein may not be assigned by either  party
without the express written consent of the other party.

      10.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Colorado.

      11. Sections and Other Headings.  The section and other headings contained
in  this  Agreement  are  for  the  convenience  of  reference  only  and do not
constitute  part of this  Agreement  or otherwise  affect any of the  provisions
hereof.

      12. Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provisions  were so excluded and shall be  enforceable  in  accordance  with its
terms.

      13. Counterpart Signatures.  This Agreement may be executed in counterpart
and  delivered via  facsimile,  both of which shall be deemed to be an original,
and both of which together shall be deemed to be one and the same instrument.

      14. Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties  with  respect to the subject  matter  hereto,  and no party
shall be  liable or bound to any other  party in any  manner by any  warranties,
representations,  guarantees or covenants  except as  specifically  set forth in
this  Agreement.  The terms and conditions of this Agreement  shall inure to the
benefit of and be binding  upon the  respective  successors  and  assigns of the
parties.  Nothing in this Agreement,  express or implied,  is intended to confer
upon any party other than the parties hereto or their respective  successors and
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


                  [Remainder of Page Intentionally Left Blank]

                                       13
<PAGE>

      IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
caused this Agreement to be signed by their duly  authorized  officers as of the
date first written above.

                                  RAM TRADING, LTD.


                                  By: /s/ James R. Park
                                      ------------------------------------------
                                      Name: James R. Park
                                      Title: VP Ritchie Capital Management, LLC,
                                             Investment Advisor to RAM Trading,
                                             Ltd.

                                  INTERNATIONAL TRAVEL CD'S, INC.


                                  By:  /s/ Mark A. Bush
                                      ------------------------------------------
                                      Name: Mark A. Bush
                                      Title: President

                                       14