1994 NET FARE/COMMISSION AGREEMENT

The following agreement is hereby entered into between Continental Airlines, Inc. ("Continental"), and the Wholesaler/Consolidator ("Agent") identified above:

Continental and the Agent agree as follows:

1. Continental will provide the Agent with a net airfare program and/or a commission program to the applicable origin and destination points listed as "unpublished tariffs" in Attachment A hereto. The Agent agrees to comply with the special terms and conditions of each individual unpublished tariff as listed in Attachment A1 hereto.

2. Upon receipt of this signed agreement, Continental will assign the Agent special fare basis codes and/or authorization codes, which must be marked on all tickets issued by the Agent. Tickets must be issued in accordance with the ticketing procedures as stated on Attachment B hereto.

3. This agreement shall be valid upon execution by a duly authorized Continental Airlines representative, and shall be effective until further written notice.

4. This agreement is subject to cancellation by either party at any time without penalty, upon a thirty (30) day written notice.

5. Tickets issued in conjunction with this agreement may be issued only at the ARC number (s) noted above and all branch locations of that home office locations as reported to Continental by the Airline Reporting Corporation (ARC). Unauthorized ticketing at other ARC locations will result in debit memos at the lowest applicable retail fare on the date ticket was issued in the class of service booked and the termination of this agreement. Full payment will be made for all tickets in accordance with and through standard ARC reporting procedures. Tickets will be limited to confirmed seating. Open tickets will not be allowed. Tickets must be issued on standard ARC stock and must be validated on Continental.

6. Tickets issued in conjunction with this agreement must be sold as part of a bona fide tour program, unless otherwise specified in the applicable attachments. Tour programs must include a prepaid land portion consisting of a two night minimum hotel stay. The minimum retail price for inclusive tours must be greater than Continental's lowest published airfare in applicable markets. Net airfares and/or commission levels may not be sold, advertised or promoted in any way as "air only", unless otherwise specified int he applicable attachments. Failure to comply with this provision shall result, upon notice, in immediate cancellation of this agreement.

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