0001193125-05-150092 Sample Contracts

e-TRX LIMITED AND HOGG ROBINSON PLC
Software Support Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

Pursuant to the Amended and Restated Software Licence as defined below, ETRX has granted to HR the right and licence to use certain software programs and related user documentation.

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E-TRX LIMITED AND HOGG ROBINSON PLC
Software Development Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

e-TRX LIMITED a company incorporated in England and Wales (registered no. 3841799), whose registered office is at Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH (“ETRX”); and

TRX FULFILLMENT SERVICES AGREEMENT
Fulfillment Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • California

This TRX Fulfillment Services Agreement (the “Agreement”) is entered into by and between Hotwire, Inc., formerly Cimo Inc., a Delaware corporation (“Hotwire”), with its principal place of business at 333 Market Street, San Francisco, CA 94105 and TRX Fulfillment Services, LLC, a Georgia limited liability company (“TRX”) located at 6 West Druid Hills Drive, Atlanta, GA 30329 effective as of the 1st day of October, 2003 (the “Effective Date”).

AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT
Service Bureau Software Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

THIS AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made effective as of January 1st 2004 between

TRAVEL TECHNOLOGIES GROUP, L.P. d/b/a TRAVEL TECHNOLOGIES GROUP SERVICE BUREAU AGREEMENT
Service Bureau Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • New York
TRX, INC. WARRANT AGREEMENT
Warrant Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

This Warrant Agreement (the “Agreement”) is entered into as of the 24th day of July, 2000 (the “Effective Date”), by and between TRX, Inc., a Georgia corporation (the “Company”) and American Express Travel Related Services Company, Inc., a New York corporation (“Holder”).

TRX DATA SERVICES, INC. SERVICE AGREEMENT
Service Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

This Service Agreement (this “Agreement”) is made and entered into this 1st day of July 1st, 2004 (the “Effective Date”) by and between TRX Data Services, Inc. a Virginia corporation with offices located at 8405 Greensboro Drive, Suite 140, McLean, VA 22102 USA (hereinafter “TRX”) and American Express Travel Related Services Company, Inc., with offices located at World Financial Center, 200 Vessey Street, New York, New York 10285 (hereinafter “Client”).

SABRE LICENSE AGREEMENT
Sabre License Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Texas

This Sabre License Agreement (“Agreement”) is made by and between Sabre Inc. (“Sabre”) and TRX Technology Services, L.P. (“Customer”) as of the data signed by Sabre below.

AMENDED AND RESTATED SOFTWARE LICENCE AGREEMENT
Software Licence Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT
Senior Secured Convertible Promissory Note Conversion Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of July, 2005 by and between TRX, Inc., a Georgia corporation (the “Company”), and Hogg Robinson Holdings BV (the “Noteholder”).

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT
Senior Secured Convertible Promissory Note Conversion Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of July, 2005 by and between TRX, Inc., a Georgia corporation (the “Company”), and WorldTravel Partners I, LLC (the “Noteholder”).

TRAVEL TECHNOLOGIES GROUP, L.P. END USER SOFTWARE LICENSE AGREEMENT
End User Software License Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • New York

This End User Software License Agreement (this “Agreement”) is made and entered into this 31st day of August, 2000 (the “Effective Date”) by and between TRAVEL TECHNOLOGIES GROUP, L.P., located at 7557 Rambler Road, Suite 1300, Dallas, TX 75231 USA (hereinafter “TTG”) and Sabre Inc., located at 4255 Amon Carter Blvd, Fort Worth, TX 76155 (hereinafter “User”).

Services Agreement
Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • New York

This Services Agreement is made effective as of this 23rd day of December, 2002 between American Airlines, Inc., a Delaware corporation, with its principal place of business at 4333 Amon Carter Blvd., Fort Worth, Texas 76155 (herein “American”), and TRX Fulfillment Services, LLC, a Georgia limited liability company, with its principal place of business at 6 W. Druid Hills Drive, Atlanta, Georgia 30329 (herein “Supplier”).

SHARED SERVICES AGREEMENT Between TRX, Inc. And Siemens Shared Services, LLC
Shared Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

This agreement (“Agreement”) is made this 1st day of August, 2004, between TRX, Inc. (“TRX”), a company incorporated under the laws of Georgia, having its head office at 6 West Druid Hills Drive, Atlanta, GA 30329 and Siemens Shared Services, LLC (“Siemens”), having a place of business at 170 Wood Avenue South, Iselin, NJ 08830.

AMENDED AND RESTATED SHARED SERVICES AGREEMENT
Shared Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

THIS SHARED SERVICES AGREEMENT, including all addenda hereto (collectively, the “Agreement”) is made effective as of January 1, 2004 (the “Effective Date”).

LICENSE AGREEMENT
License Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Texas

This License Agreement (the “Agreement”) is made and entered into as of March 6, 2003 (the “Effective Date”) between TRX, Inc., a Georgia corporation, located at 6 West Druid Hills Drive, Atlanta, Georgia 30329 (herein “TRX”) and Sabre Inc., a Delaware corporation, located at 3150 Sabre Drive, Southlake, Texas 76092 (herein “Sabre”), and in consideration of the mutual covenants and other considerations contained herein, the parties agree as follows:

Master Agreement
Master Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Texas

This Master Agreement (this “Agreement”) is made and entered into this first day of January, 2002 (the “Effective Date”) by and between TRX Technology Services, L.P., (formerly known as Travel Technologies Group, L.P. or WorldTravel Technologies, L.L.C.) located at 7557 Rambler Road, Suite 1300, Dallas, Texas 75231 USA (hereinafter “TRX”) and WORLDTRAVEL PARTNERS I, LLC, including its divisions and subsidiary entities, located at 1055 Lenox Park Boulevard, Atlanta, GA 30319 (hereinafter “WORLDTRAVEL”).

AMENDED AND RESTATED EXPEDIA, INC. / TRX, INC. SERVICE AGREEMENT
Service Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Washington

This Amended and Restated Service Agreement (the “Agreement”) is entered into by and between Expedia, Inc., a Washington corporation (“Expedia”), and TRX, Inc., a Georgia corporation (“TRX”) to be effective as of November 1, 2003 (“Effective Date”).

AMENDED AND RESTATED SHARED SERVICES AGREEMENT
Shared Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
SECOND AMENDED AND RESTATED CONTRACT FOR THE SUPPLY OF FULFILMENT AND CALLCENTER SERVICES
Contract for the Supply of Fulfilment and Callcenter Services • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec
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