SUBLEASE AGREEMENT

Agreement of Sublease ("Sublease"), dated as of the 1st day of April, 1996 by and between Lockheed Engineering & Sciences Company, a Texas corporation, having an office at 2625 Bay Area Boulevard, Houston, Texas 77058 (the "Sub-lessor") and Global Discount Travel Services LLC, a Nevada limited liability company, having an office at 4052 South Industrial Road, Las Vegas, Nevada 89103 (the "Sub-lessee").

WITNESSETH

WHEREAS, by Agreement of Lease dated June 19, 1991, ("Underlying Lease"), between Howard Hughes Properties, Limited Partnership, as landlord ("Underlying Landlord"), and Sub-lessor, as tenant, Underlying Landlord demised to Sub-lessor certain premises consisting of approximately 53,760 square feet of a two story office space (which premises are referred to herein and in the Underlying Lease as the "Premises") in the building located at the Southwest Corner of Sunset Road and Paradise, Las Vegas, Nevada, commonly known as 980 Kelly Johnson Drive (the "Building"), and

WHEREAS, Sub-lessor desires to sublease to Sub-lessee (i) the entire second floor of the Premises, which consist of approximately 26,480 rent able square feet on the second floor of the Building and (ii) a computer room ("Computer Room") situated on the first floor of the Building consisting of approximately 855 square feet together with access rights and use of lobby, stairs, elevator (if any), corridors and other areas of the Premises necessary to the ingress, egress and maintenance of the Sublet Premises (the "Sublet Premises"), and Sub-lessee desires to sublet the Sublet Premises from Sub-lessor on the terms, covenants and conditions contained herein.

NOW, THEREFORE, in consideration of the rental payments to be made hereunder by the Sub-lessee to the Sub-lessor and the mutual terms, covenants and conditions hereinafter set forth, the Sub-lessor does hereby sublet to the Sub-lessee and the Sub-lessee does hereby take and hire from the Sub-lessor, the Sublet Premises on the terms and conditions as more particularly set forth herein.

1. Underlying Lease

(a) This Sublease shall be expressly subject and subordinate to all the terms, covenants and conditions contained in the Underlying Lease, and to all matters to which the Underlying Lease is subject and subordinate. A true and complete copy of the Underlying Lease is annexed hereto as Exhibit A.

(b) The Sub-lessee covenants and agrees (i) not to do or suffer or permit anything to be done or fail to do anything which would violate the terms of the Underlying Lease or result in a default under the Underlying Lease (beyond the expiration of applicable grace, notice and/or cure periods) or cause the Underlying Lease to be terminated, (ii) to perform and observe as to the Sublet Premises all of the terms, covenants and conditions on the part of the Tenant under the Underlying Lease to be observed and performed except the payment of Fixed Rent and Additional Rent under the Underlying Lease and except those other provisions of the Underlying Lease made inapplicable by the express provisions of this Sublease or the Excluded Provisions (as hereinafter defined). Except for the Excluded Provisions, all of the terms, covenants and conditions of the Underlying Lease are incorporated herein with the same force and effect as if herein set forth in full. The rights and obligations contained in the Underlying Lease are hereby imposed upon the Sub-lessor and the Sub-lessee during the term of this Sublease, "Sub-lessor" being substituted for "Landlord" and "Sub-lessee" being substituted for "Tenant" and the "Sublet Premises" for the "Premises".

(c) In all instances where Sub-lessor's consent is required hereunder, Sub-lessor agrees that Sub-lessor's consent shall not be unreasonably withheld or delayed. If any request for consent or approval of Underlying Landlord is made by Sub-lessee, Sub-lessor shall promptly cooperate with Sub-lessee in obtaining the appropriate consent and furnish the appropriate parties all materials received from Sub-lessee, together with such notices, instructions and materials as may be required to be furnished by Sub-lessor.

(d) Sub-lessee shall be entitled to the services, maintenance, repairs and access which the Under lying Landlord is obligated to furnish or supply to, or for the benefit of, the Sublet Premises pursuant to the terms of the Underlying Lease. Sub-lessee agrees to pay for all utilities used in the Sublet Premises other than those utilities and services which are provided without charge under the Underlying Lease. Sub-lessor hereby represents and warrants and Sub-lessee hereby acknowledges that the Building has been sub metered to measure electricity usage independently for the first and second floors of the Building. From and after the Commencement Date Sub-lessee shall pay the electricity charges shown on such meter with respect to the Sublet Premises only. Sub-lessee acknowledges that there is one meter which measures electrical consumption on the first floor of the Building. With respect to the Computer Room, Sub-lessee shall pay a share of the electricity charges shown on such meter equal to 3% (i. e.: 855/ expense, install sub meters on the first floor of the Building to measure electrical consumption, including, but not limited, a separate meter serving the Computer Room exclusively, and in such event, Sub-lessee shall pay, without any surcharge, the normal and customary rates with respect to such electrical consumption as shown on the Computer Room meter. Sub-lessor shall be under no duty to perform any of the covenants, agreements or requirements of the Underlying Landlord and Sub-lessor shall not be liable to Sub-lessee because of any failure or delay on the part of the Underlying Landlord in furnishing such services or making such repairs unless such failure or delay results from Sub-lessor being in default under the Underlying Lease (other than a default under the Underlying Lease caused by a default by Sub-lessee hereunder or Sub-lessor's negligent or wilful misconduct).

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