General Conditions of Service for TourComm Germany GmbH & Co. KG

As at: September 2005

General, scope

1. Our services are provided exclusively on the basis of the terms and conditions set forth below. The customer's General Terms and Conditions shall apply only if and to the extent that we have expressly agreed to them in writing.

2. The subject matter of our services is the operation of a full-service agency, specialising in marketing, sales and information services and representation of companies in the tourism industry.

3. We would draw your attention to the fact that we hold personal data relating to our customers.

II. Conclusion of agreement, offer documentation

1. All information relating to our services is non-binding and subject to change without notice. Orders from the customer are regarded as an offer. Deals and agreements and transactions negotiated by our representatives or employees shall not become binding until such time as we have confirmed the order in writing. Oral agreements shall not be valid until we have acknowledged them in writing. This shall also apply to any agreement to waive the aforementioned requirement for written form. Communications by fax, email, or remote data transfer shall be equivalent to written form.

2. We reserve a time period of 14 days for acceptance of an offer from our customer.

3. We retain all property rights, copyrights and other rights in respect of any diagrams, drawings, calculations, models, designs and other documentation and items we make available to our customer. Such documentation and items must not be made available to third parties without our express consent, even if they are not expressly identified as "confidential". The provisions of this Paragraph 3 shall also apply to designs, marketing plans and address databases.

III. Term of agreement and termination

1. The agreement shall commence on the date shown in the agreement, on the order or on the confirmation of the order. Agreements without a fixed term shall be subject to a minimum term of one year.

2. In the absence of any agreement to the contrary, the term of the agreement shall be extended for six months in each instance unless three months' notice of termination is given, sent by registered letter. The right to termination for cause shall remain unaffected.

IV. Service, modification of service, default

1. Details regarding travel services and other tourist services arranged shall be based exclusively upon the details provided by the travel or tourism company (service provider) responsible in the respective instance and shall not include any warranty on our part. Marketing and sales work shall be carried out upon the basis of the specific order placed by our partner in the agreement. Diligence is exercised in researching the information obtained by us as part of the information service; we cannot however guarantee the accuracy of the information. If and to the extent that we represent companies within

he tourism industry, we will do so in accordance with the specifications of our partner in the agreement.

2. In cases where we arrange or market travel services and other services, our obligation to render services shall be restricted to the due arrangement and marketing of the travel service and other tourist services and due disclosure of the information supplied by the customer to us.

3. Services arranged may only be modified by us, and only if the service provider in question allows same.

4. Compliance with our service obligations is conditional upon the customer's proper compliance with its obligations in due time. Our obligation to provide services shall in particular be contingent upon our customer making all of the documentation, information and data required to fulfil the order available to us in full and in due time.

5. The period for service shall commence upon the date shown on our acknowledgement of the order, but not before all of the technical and commercial details for completion of the order have been clarified in full; in the absence of a special agreement, the period for service shall be deemed to have been specified in approximate, non-binding form. If a confirmed order is amended, the period for service shall commence upon acknowledgement of the amendment. The period for delivery shall be suspended for the period during which the customer is verifying our services, i.e. from the date of dispatch to the customer until the date upon which the binding statement of approval arrives on our premises.

6. Unforeseeable operational failures, force majeure or similar events, which have an adverse effect upon our ability to provide service and for which we are not responsible, e.g. industrial disputes, lockouts, transport problems and government action, shall entitle us to extend the period of service for the period for which the impediment to service prevails and an appropriate run-up period, subject however to a maximum of 90 days. If and to the extent that the impediment to service prevails for longer than 90 days, we shall be entitled to rescind all or part of the agreement or to request, abiding by the principles of good faith, an appropriate modification to the agreement, without rendering ourselves liable to claims to compensation as a consequence.

7. Should we default upon our services, we shall, subject to the provisions of Section XI and Paragraph 1 above, compensate our customer in respect of the losses incurred, provided the customer is able to prove that it has incurred a loss in the normal course of events as a consequence of the default, such compensation to amount to 0.5% per complete week of the default, subject however to a maximum total of 5% of the price of the service which could not be used as a consequence of the default.

8. Should we be in default, the customer shall be obliged, upon request from us, to state, within a reasonable period of time, whether it wishes to rescind the agreement as a consequence of the

default or whether it wishes to insist upon provision of the service.

V. Risk

1. The customer shall bear the risk associated with the consignment of documentation and other items and the transfer of information to the customer or to any other recipient. This shall apply even if we bear the costs associated with the consignment or transfer. We are not obliged to insure documentation or other items against damage in transit.

2. Should the consignment or transfer be delayed at the customer's request or as a consequence of circumstances for which we are not responsible, the risk shall pass to the customer on the date the documentation is available for consignment or the information is available for transfer at the latest.

3. In the absence of an agreement to the contrary, consignment or transfer shall be carried out according to our free choice and to the exclusion of any liability. This shall apply to the selection of modes of transport and methods of transfer in particular.

4. Without prejudice to its rights, the customer shall be obliged to accept documentation and other items and information, even if they exhibit defects.

VI. Pricing

1. In the absence of an agreement to the contrary, we provide our services at fixed prices. Our prices are subject to the addition of statutory VAT at the rate prevailing as at the date upon which the service is provided. Any other ancillary costs, in particular the costs associated with the use of third party services, public rates and taxes, which increase the price of our service, shall be borne by our customer, except where this is in conflict with mandatory statutory provisions.

2. In the absence of an agreement to the contrary, the prices valid as at the date upon which the service is provided shall apply. Where an agreement has been made to provide services at fixed prices, we shall be entitled to adjust the prices if and to the extent that our costs increase between conclusion of the agreement and provision of the service.

3. We shall make an additional charge to our customer in respect of any additional costs arising from changes to the order after the order has been issued by the customer.

VII. Conditions of payment

1. In the absence of an agreement to the contrary, our invoices shall be due and payable, without deduction, within 14 days, irrespective of the date upon which the service is provided.

2. We shall accept bills of exchange and cheques as conditional payment only. The customer shall bear the costs of redemption.

3. Payments shall not be deemed to have been made until we are able to dispose over the funds.

4. In the event of default on payment, we shall be entitled, notwithstanding other rights, to charge default interest at standard bank interest rates, but at a rate

of at least 8% above the European Central Bank's prevailing base rate. Our right to claim compensation in respect of any greater loss shall remain unaffected.

5. Should the customer fail to make payment in respect of an invoice within 14 days of the due date at the latest, if bills of exchange are protested or if cheques are not honoured, any other of our invoices still outstanding shall become due and payable immediately. The same shall apply if the customer discontinues its payments, is overindebted, if insolvency proceedings are commenced in respect of its assets or if the commencement of any such proceedings is rejected for lack of assets or other circumstances come to light which cast reasonable doubt upon the customer's creditworthiness.

VIII. Reservation of title

1. Any goods supplied shall remain our property until all of the existing and future claims arising from the business relationship with our customer, irrespective of the legal basis for them, have been satisfied. The reservation of title shall also exist if we combine one or all of our accounts receivable into one account outstanding and offset any payments against it, provided that the customer acknowledges such outstanding invoice. If there are multiple transactions, the reservation of title shall remain in place even if payment has been made in respect of one consignment but there is still an outstanding balance in respect of other consignments.

2. We shall be at liberty to decide whether or not to release securities granted to us by our customer if the realisable value of the existing securities exceeds the total claims secured by more than 10 per cent.

IX. Warranty and term of warranty

1. The marketing and sales services we provide are based upon meticulous research on our part. The same applies to the information service we provide. We cannot, however, provide any warranty in respect of the completeness and accuracy of these services. The above exclusion of warranty shall apply to the extent permissible in law.

2. If and to the extent that we represent companies in the tourism industry, we shall do so with the appropriate diligence. We cannot provide any warranty in respect of the commercial success for which our customer hopes.

3. As far as any in-house staff or freelance workers we employ are concerned, we shall be liable in cases of intent or gross negligence only.

4. Warranty claims shall be subject to a period of limitation of twelve months. This shall not apply if and to the extent that the law stipulates longer periods.

X. Impossibility

If and to the extent that it is impossible for us to provide the service, the customer shall be entitled to demand compensation, unless we are not responsible for the impossibility. The provisions of Section XI shall apply.

XI. Claims to compensation and damages

1. Claims by the customer to compensation and damages (hereinafter: claims to compensation), irrespective of the legal basis for them, in particular because of breach of contract or tort, shall be excluded. This shall not apply in the event of intent or gross negligence or if and to the extent that mandatory statutory provisions preclude the exclusion of liability for injury to life, limb or health or for the violation of essential contractual obligations ("cardinal obligations"). In cases of culpable violation of a material contractual obligation and in cases in which we are accused of a negligent violation of the agreement, however, our obligation to pay compensation shall be limited to an amount equivalent to that required to make good the foreseeable loss typical for the agreement. The provisions above do not entail any shift in the burden of proof to the customer's disadvantage.

2. If and to the extent that the customer has claims to compensation and/or damages, and statute does not stipulate longer periods of limitation, such claims shall become statute-barred once the period of limitation for claims in respect of material defects as per Section IX, Paragraph 4 has expired at the latest.

3. If and to the extent that our liability is excluded or restricted, this shall also apply to the personal liability of our employees, representatives and vicarious agents.

XII. Property rights

1. If, in order to fulfil our contractual obligations, we use items of information made available to us by the customer, the customer shall vouch for the fact that no third party property rights are violated hereby.

2. If a claim is made against us by third parties for violation of property rights, for which we are not responsible, the customer undertakes to provide us with assistance and advice and to cooperate in settling the dispute. If we are obliged to pay compensation or to provide other services to third parties arising from the violation of property rights, the customer shall indemnify us against these obligations and shall pay us compensation in respect of any losses incurred, including our costs and other expenses.

3. If a third party refuses to provide a service to our customer and/or to us, citing an industrial property right, we shall be

entitled, even without a closer examination of the legal situation, to discontinue work.

XIII. Assignment, offset, retention

1. The customer may offset against our claims only against claims which are undisputed or which have been confirmed by a non-appealable court decision or claims which we have acknowledged.

2. The right of retention in respect of counterclaims which are not based upon the same contractual relationship shall be excluded.

3. The customer shall not be entitled to assign its claims against us to third parties.

XIV. Confidentiality

Both parties to the Agreement undertake to observe confidentiality in respect of information and data arising from the mutual business relationship. This shall not apply in respect of information and data intended for disclosure to third parties. In the event of violation of the provision as per sentence 1, we reserve the right to charge the full amount of the loss accruing to us as a consequence hereof and to instigate prosecution under criminal law.

XV. Place of performance, jurisdiction, choice of law

1. The place of performance for both parties to the Agreement shall be the registered office of our company.

2. The exclusive place of jurisdiction shall be the court competent for the registered office of our company. We shall however be entitled to issue proceedings against the customer at that court competent for it.

3. German law shall apply, to the exclusion of the provisions of German private international law. The provisions of the UN Sales Convention (CISG) shall not apply. The same shall apply to references to other legal systems in German law.

XVI. Binding nature of agreement

Should individual provisions of the terms and conditions of service above or of any other contractual agreements be or become legally invalid or unenforceable, this shall not affect the validity of the other provisions. In such an event, the parties to the Agreement undertake to replace the invalid or unenforceable provision with a valid or enforceable provision whose economic effect is as close as possible to that of the invalid or unenforceable provision. A corresponding procedure shall be adopted in cases of unintentional omissions from provisions. This shall not apply if and to the extent that adherence to the agreement would represent unreasonable hardship for us or our customer.