SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|   Preliminary Proxy Statement

|_|   Confidential for Use of Commission Only (as permitted by Rule 14a-6(e)(2)

|_|   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           RCG COMPANIES INCORPORATED
                (Name of Registrant as Specified in Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of filing fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1) Title of each class of securities to which transaction applies:

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         (2) Aggregate number of securities to which transaction applies:

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         (3) Per unit price or other  underlying  value of transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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         (4) Proposed maximum aggregate value of transaction:

         (5) Total fee paid:

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         |_| Fee paid previously with preliminary materials.

         |_| Check box if any part of the fee is offset as  provided by Exchange
Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

         (1) Amount Previously Paid:

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         (2) Form, Schedule or Registration Statement No.:

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         (3) Filing Party:

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         (4) Date Filed:



                           RCG COMPANIES INCORPORATED

                         6836 Morrison Blvd., Suite 200
                               Charlotte, NC 28211

                              _______________, 2005

Dear Fellow Stockholders:

         On behalf of the Board of Directors of RCG Companies  Incorporated,  we
invite you to join us at the Annual  Meeting (the  "Meeting")  of  Stockholders,
which will be held at the Westin at 3391  Peachtree Road NE, located in Atlanta,
Georgia on June 24, 2005 at 9:30 a.m. EST.

         At the Meeting,  you will be asked to (i) elect eight  directors of the
Company;  (ii) ratify the  appointment of BDO Seidman,  LLP, as our  independent
registered  accounting  firm for the Company for the fiscal year ending June 30,
2005; (iii) to approve,  to the extent required for compliance with the American
Stock Exchange rules, the issuance of additional  shares of the Company's common
stock in connection  with the Company's  February 2005  acquisition of Farequest
Holdings,  Inc., as needed for full (a) conversion of the Company's  Series B 6%
Redeemable  Participating  Preferred Stock into Common Stock; (b) payment of the
Company's  $6,037,872  Promissory Note with 3,018,936 shares of Common Stock for
the  principal  amount,  plus  payment of  interest  of 4% per year in shares of
Common Stock as needed,  and (c) issuance of shares of common stock as needed in
full  satisfaction of the Contingent  Shares payable to the Farequest  Holdings,
Inc. former shareholders; (iv) to approve, to the extent required for compliance
with the American Stock  Exchange  rules,  issuance of additional  shares of the
Company's common stock as needed for the full conversion of the Company's Series
A 6%  Convertible  Preferred  Stock and  exercise  of  Warrants  and  Additional
Investment Rights sold in a private placement  offering completed by the Company
in September 2004 and Warrants sold in private placement  offerings completed by
the Company in October 2003 and February 2005 and adjusted in April 2005; (v) to
approve,  to the extent required for compliance with the American Stock Exchange
rules, issuance of additional shares of the Company's common stock as needed for
full  conversion  of the  Company's  Series C  Convertible  Preferred  Stock and
exercise of the Company's  Warrants  sold in a private  placement in April 2005;
(vi) to approve an  amendment  to the  Company's  Certificate  of  Incorporation
effecting a 1 for 10 reverse split of the  Company's  common stock and reduction
of the Company's authorized common stock to 50,000,000; (vii) to approve, to the
extent  required for  compliance  with the American Stock  Exchange  rules,  the
issuance of additional  shares of the Company's  common stock as needed for full
conversion of the  Company's  aggregate  $12,500,000  Secured  Promissory  Notes
issued for the  acquisition  of OneTravel,  Inc.; and (viii) act upon such other
business  as may  properly  come  before the  Meeting or any  adjournment(s)  or
postponement(s) thereof.

         We hope that you will be able to attend the Meeting, and we urge you to
read the enclosed Proxy Statement before you decide to vote.  Whether or not you
plan to attend, we encourage you to complete, sign, date and return the enclosed
proxy as promptly as possible in order that your shares are  represented  at the
Meeting. We look forward to seeing you at the Meeting.

                                     Sincerely,


                                     ------------------------------------------
                                     William A. Goldstein
                                     Chairman of the Board


                           RCG COMPANIES INCORPORATED

                         6836 Morrison Blvd., Suite 200
                               Charlotte, NC 28211
                              _______________, 2005

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held On June 24, 2005

         To the Stockholders of RCG Companies Incorporated:

         Notice  is  hereby  given  that  the  Annual  Meeting  of  Stockholders
(together with any adjournments or postponements  thereof, the "Meeting") of RCG
Companies Incorporated,  a Delaware corporation (the "Company"), will be held at
the Westin,  located at 3391 Peachtree Road NE,  Atlanta,  Georgia,  on June 24,
2005 at 9:30 a.m.,  local time, for the purpose of  considering  and voting upon
the following matters:

         (1)      To elect a board of eight directors,  each to serve a one-year
                  term;

         (2)      To  ratify  the  appointment  of  BDO  Seidman,   LLP  as  our
                  independent registered accounting firm for the Company for the
                  fiscal year ending June 30, 2005;

         (3)      To approve,  to the extent  required for  compliance  with the
                  American  Stock  Exchange  rules,  the issuance of  additional
                  shares of the Company's  common stock in  connection  with the
                  Company's  February 2005  acquisition  of Farequest  Holdings,
                  Inc.,  as  needed  for full (i)  conversion  of the  Company's
                  Series B 6%  Redeemable  Participating  Preferred  Stock  into
                  Common  Stock;  (ii)  payment  of  the  Company's   $6,037,872
                  Promissory Note with 3,018,936  shares of Common Stock for the
                  principal  amount  plus  payment of interest of 4% per year in
                  shares of Common Stock as needed, and (iii) issuance of shares
                  of  common  stock  as  needed  in  full  satisfaction  of  the
                  Contingent  Shares  payable to the  Farequest  Holdings,  Inc.
                  former shareholders;

         (4)      To approve,  to the extent  required for  compliance  with the
                  American Stock Exchange rules,  issuance of additional  shares
                  of  the  Company's   common  stock  as  needed  for  the  full
                  conversion of the Company's Series A 6% Convertible  Preferred
                  Stock and  exercise  of  Warrants  and  Additional  Investment
                  Rights sold in a private placement  offering  completed by the
                  Company  in  September  2004  and  Warrants  sold  in  private
                  placement  offerings  completed by the Company in October 2003
                  and February 2005 and adjusted in April 2005;

         (5)      To approve,  to the extent  required for  compliance  with the
                  American Stock Exchange rules,  issuance of additional  shares
                  of the Company's common stock as needed for full conversion of
                  the  Company's  Series  C  Convertible   Preferred  Stock  and
                  exercise of the Company's Warrants sold in a private placement
                  in April 2005;

         (6)      To  approve  an  amendment  to the  Company's  Certificate  of
                  Incorporation  effecting  a 1 for  10  reverse  split  of  the
                  Company's   common  stock  and   reduction  of  the  Company's
                  authorized common stock to 50,000,000 shares;

         (7)      To approve,  to the extent  required for  compliance  with the
                  American  Stock  Exchange  rules,  the issuance of  additional
                  shares  of the  Company's  Common  Stock  as  needed  for full
                  conversion  of the  Company's  aggregate  $12,500,000  Secured
                  Promissory  Notes  issued for the  acquisition  of  OneTravel,
                  Inc.; and



         (8)      To transact  such other  business as may properly  come before
                  the Meeting.

         If our  stockholders  do not approve all of the  proposals  4, 5 and 6,
then none of them will be implemented  even if one or two of them are separately
approved.  These  items  are more  fully  described  in the  accompanying  Proxy
Statement,  which  is  hereby  made a part  of this  Notice  of the  Meeting  of
Stockholders.

         The Board has fixed  the  close of  business  on April 27,  2005 as the
record date for the determination of Stockholders  entitled to notice of, and to
vote at, the Meeting.

         A copy of the  Company's  Annual  Report on Form  10-K/A for the fiscal
year ended June 30,  2004,  is  enclosed.  The Report is not a part of the proxy
soliciting material enclosed with this Notice.

                                       BY ORDER OF THE BOARD,


                                       -----------------------------------------
                                       WILLIAM A. GOLDSTEIN
                                       Chairman of the Board of Directors

Charlotte, NC
_______________, 2005

         All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign and
return the  enclosed  proxy as  promptly  as  possible  in order to ensure  your
representation at the meeting.  A return envelope (which is  postage-prepaid  if
mailed in the United  States) is  enclosed  for that  purpose.  Even if you have
given your proxy, you may still vote in person if you attend the meeting. Please
note, however, that if your shares are held of record by a broker, bank or other
nominee  and you wish to vote at the  meeting,  you must bring to the  meeting a
letter  from  the  broker,  bank or other  nominee  confirming  your  beneficial
ownership of the shares. Additionally, in order to vote at the meeting, you must
obtain from the record holder a proxy issued in your name.



                                                     PRELIMINARY PROXY STATEMENT

                PROXY STATEMENT/ANNUAL MEETING OF STOCKHOLDERS OF

                           RCG COMPANIES INCORPORATED

                              _______________, 2005

                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

         This Proxy Statement (the "Proxy  Statement") and the accompanying form
of proxy are being furnished to the  Stockholders  (the  "Stockholders")  of RCG
Companies  Incorporated  (the "Company") in connection with the  solicitation of
proxies  by  the  Board  of  the  Company  (the  "Board")  from  holders  of its
outstanding common stock (the "Common Stock"),  for use at the Annual Meeting of
Stockholders of the Company  (together with any  adjournments  or  postponements
thereof, the "Meeting") to be held at the Westin, located at 3391 Peachtree Road
NE,  Atlanta,  Georgia,  on June 24, 2005 at 9:30 a.m.,  local time.  This Proxy
Statement, the accompanying form of proxy, and the Annual Report to Stockholders
are expected to be mailed to  Stockholders  of the Company on or about ________,
2005.

Solicitation

         The  expense  of this  solicitation  will be borne by the  Company.  In
addition to solicitation by mail.  Executive officers and other employees of the
Company may solicit proxies, without additional compensation,  personally and by
telephone  and other means of  communication.  The Company  will also  reimburse
brokers and other persons holding Common Stock in their names or in the names of
their  nominees for their  reasonable  expenses in forwarding  proxies and proxy
materials to beneficial  owners.  The Company has also retained  Automatic  Data
Processing,  Inc.  to assist in the  solicitation  of  proxies  for a fee not to
exceed $20,000 plus expenses.

Voting Rights and Outstanding Shares

         Stockholders  of record as of the close of  business  on April 27, 2005
(the "Record Date") will be entitled to vote at the Meeting  (except as noted in
the specific Proposal  descriptions set forth below).  Each share of outstanding
Common  Stock is  entitled  to one  vote.  As of the  Record  Date,  there  were
29,219,112 shares of Common Stock outstanding.

         The  presence at the Meeting,  in person or by proxy,  of a majority of
the  outstanding  shares of Common Stock as of the Record Date will constitute a
quorum  for  transacting  business  at  the  Meeting.  With  respect  to  voting
generally,  votes  that  are  withheld  broker  non-votes,  will be  counted  to
determine  whether a quorum is  present,  but will not be counted as part of the
total  number  of votes  cast on any  proposal  and will  have no  effect on the
outcome. Broker non-votes occur when a broker nominee,  holding shares in street
name for the beneficial owner thereof, has not received voting instructions from
the  beneficial  owner and does not have  discretionary  authority  to vote.  In
determining  whether a proposal has received the  requisite  number or favorable
votes,  abstentions will be counted as part of the total number of votes cast on
such proposal to determine  whether a quorum is present.  Thus  abstentions will
have the same effect as votes "against" the proposal.

         The election of directors  requires the plurality vote of the shares of
Common  Stock  present  in  person  or  represented  by proxy  and  voting.  The
ratification of BDO Seidman, LLP as our independent auditors for the fiscal year
ending June 30, 2005 requires the  affirmative  vote of a majority of the shares


                                       1


of  Common  Stock  present  in person or  represented  by proxy at the  Meeting.
Therefore,  abstentions  and  broker  non-votes  will not have any effect on the
voting to elect directors. Broker non-votes will not have any effect on the vote
to ratify appointment of the auditors, but abstentions will have the effect of a
vote "against" ratification.

         Approval of Proposal 3 requires the  affirmative  vote of a majority of
the  shares of Common  Stock  present in person or  represented  by proxy at the
meeting,  excluding  shares  of  common  stock  issued  in  connection  with the
Company's acquisition of Farequest Holdings, Inc. Broker non-votes will not have
any effect on the vote in Proposal 3, but abstentions  will have the effect of a
vote "against."

         Approval of Proposal 4 requires the  affirmative  vote of a majority of
the  shares of Common  Stock  present in person or  represented  by proxy at the
meeting,  excluding  shares of common stock  acquired from the conversion of the
Company's  Series A  Convertible  Preferred  Stock or exercise  of Warrants  and
Additional Investment Rights sold in September 2004 and Warrants sold in October
2003 and February 2005. Broker non-votes will not have any effect on Proposal 4,
and  abstentions  will have the effect of a vote "against"  Proposal 4. However,
approval of Proposal 4 is also  contingent  upon  approval of Proposals 5 and 6.
Therefore,  although  broker  non-votes  will not have any effect on Proposal 4,
they do act as a vote against Proposal 6 and consequently will indirectly act as
a vote against Proposal 4.

         Approval of Proposal 5 requires the  affirmative  vote of a majority of
the  shares of Common  Stock  present in person or  represented  by proxy at the
meeting.  Broker  non-votes  will  not  have  any  effect  on  Proposal  5,  and
abstentions  will  have the  effect of a vote  "against"  Proposal  5.  However,
approval of  Proposal 5 is also  contingent  on  approval of  Proposals 4 and 6.
Therefore,  although  broker  non-votes  will not have any  effect on voting for
Proposal  5, they do act as a vote  against  Proposal  6 and  consequently  will
indirectly act as a vote against Proposal 5.

         The  approval  of Proposal 6, which is an  amendment  to the  Company's
Certificate of Incorporation effecting a 1 for 10 reverse split of the Company's
Common Stock and reducing the Company's  authorized  common stock,  requires the
affirmative  vote of a  majority  of the  outstanding  shares of  Common  Stock.
Therefore,  abstentions  and  broker  non-votes  will have the  effect of a vote
"against" this proposal.  Also,  approval of Proposals 4, 5 and 6 are contingent
upon them all being approved. Consequently, abstentions, broker non-votes or the
failure to return a proxy or vote at the meeting  will have the effect of voting
against the proposal and indirectly Proposals 4 and 5.

         The  approval of Proposal 7 - to approve,  to the extent  required  for
compliance  with the American Stock Exchange  rules,  the issuance of additional
shares of the  Company's  Common  Stock as  needed  for full  conversion  of the
Company's  aggregate   $12,500,000  Secured  Promissory  Notes  issued  for  the
acquisition of OneTravel,  Inc. - requires the affirmative vote of a majority of
the  shares of Common  stock  present in person or  represented  by proxy at the
meeting.  Broker  non-votes  will  not  have  any  effect  on  Proposal  7,  and
abstentions will have the effect of a vote "against" Proposal 7.

Revocability of Proxies

         The  shares  of  Common  Stock  represented  by proxy  will be voted as
instructed  if  received  in  time  for  the  Meeting.  If no  instructions  are
indicated,  such  shares  will be voted in favor of (FOR) (i) each  nominee  for
election  as  a  director  specified  herein;   (ii)  the  ratification  of  the
appointment of BDO Seidman, LLP, as independent auditors for the Company for the
fiscal year ending June 30, 2005;  (iii) to approve,  to the extent required for
compliance  with the American Stock Exchange  rules,  the issuance of additional
shares of the Company's  common stock in connection with the Company's  February
2005 acquisition of Farequest Holdings,  Inc., as needed for full (a) conversion
of the  Company's  Series B 6%  Redeemable  Participating  Preferred  Stock into
Common  Stock;  (b) payment of the  Company's  $6,037,872  Promissory  Note with
3,018,936  shares of Common  Stock for the  principal  amount  plus  payment  of
interest of 4% per year in shares of Common Stock as needed, and (c) issuance of


                                       2


shares of Common Stock as needed in full  satisfaction of the Contingent  Shares
payable to the Farequest Holdings, Inc. former shareholders; (iv) to approve, to
the extent  required for  compliance  with the American  Stock  Exchange  rules,
issuance of additional  shares of the  Company's  Common Stock as needed for the
full  conversion of the Company's  Series A 6% Convertible  Preferred  Stock and
exercise  of  Warrants  and  Additional  Investment  Rights  sold  in a  private
placement  offering completed by the Company in September 2004 and Warrants sold
in private  placement  offerings  completed  by the Company in October  2003 and
February 2005 and adjusted in April 2005; (v) to approve, to the extent required
for compliance  with the American Stock Exchange  rules,  issuance of additional
shares of the  Company's  Common  Stock as  needed  for full  conversion  of the
Company's  Series C  Convertible  Preferred  Stock and exercise of the Company's
Warrants sold in a private placement in April 2005; (vi) to approve an amendment
to the Company's Certificate of Incorporation effecting a 1 for 10 reverse split
of the Company's Common Stock and reduction of the Company's  authorized  Common
Stock to  50,000,000  shares;  (vii) to  approve,  to the  extent  required  for
compliance  with the American Stock Exchange  rules,  the issuance of additional
shares of the  Company's  Common  Stock  for full  conversion  of the  Company's
aggregate  $12,500,000  Secured  Promissory  Notes issued for the acquisition of
OneTravel,  Inc.;  and (viii) in the  discretion  of the proxy  holder as to any
other matter that may properly come before the meeting or any  adjournment(s) or
postponement(s) thereof.

         Any person signing and mailing the proxy may,  nevertheless,  revoke it
at any time before it is exercised by written notice to the Company  (Attention:
Investor Relations, 6836 Morrison Boulevard, Suite 200, Charlotte, NC 28211), or
by  attending in person and voting at the  Meeting.  Attendance  at the Meeting,
however, will not itself constitute the revocation of a proxy.


                                       3


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                        EFFECTS OF THE STOCKHOLDER VOTES

         The  Board of  Directors  of the  Company  believes  that  approval  of
Proposals  3 through 7 are in the best  interests  of the Company and its common
stockholders.  The Company has a working  capital deficit and negative cash flow
from  operations.  Proposals 3, 4, 5, 6 and 7, if approved,  present the Company
with the opportunity to satisfy significant  obligations,  for which it does not
currently have adequate cash resources, by issuing Common Stock.

         Proposal 3

         In connection  with the  acquisition  of Farequest  Holdings  Inc., the
Company  issued a Promissory  Note for  $6,037,872,  and Series B 6%  Redeemable
Participating  Preferred Stock with a stated value of $8.18 per share that bears
an annual cumulative dividend of 6% unless the Series B Preferred Stock converts
to Common Stock no later than October 29,  2005.  If this  proposal is approved,
the  principal  amount  of the  promissory  note  will be  satisfied  by  paying
3,018,936  common  shares,  plus payment of interest of 4% per year in shares of
Common  Stock as needed,  and the Series B  Preferred  Stock will  convert  into
common shares and no dividend will be payable. If this proposal is not approved,
the promissory note will be payable in cash on February 1, 2006 and the Series B
Stock will remain outstanding, ranking senior to the Common Stock, and bearing a
cumulative dividend of 6% per annum.

         Proposals 4, 5 and 6

         In connection  with the  Company's  April 2005 Private  Placement,  the
proceeds of which were used to finance the  acquisition  of OneTravel,  Inc., to
redeem outstanding Debentures and for working capital, the Company issued Series
C  Convertible  Preferred  Stock with an  aggregate  liquidation  preference  of
approximately  $31,000,000.  The Series C Preferred Stock is redeemable,  if not
converted earlier into common stock, one year from its issuance,  i.e. April 14,
2006.  Approval of all three  Proposals  4, 5 and 6 is  required  for any of the
three Proposals to be approved,  i.e.  approval of any one of them is contingent
on all three being approved.

         If these  proposals are approved,  the Series C Convertible  Stock will
automatically  convert into common stock.  If these  proposals are not approved,
the Series C Preferred  Stock will remain  outstanding  and will be  mandatorily
redeemable by the Company for approximately $31,000,000 on April 14, 2006.

         Proposal 7

         In connection  with the  Company's  acquisition  of OneTravel,  Inc. in
April  2005,  the  Company  issued  an  aggregate  of  $12,500,000   Convertible
Promissory  Notes to certain  stockholders of OneTravel,  Inc. The notes are due
October 12, 2005, but may be extended by the Company for five separate one month
extension periods by payment of an aggregate of $125,000 for each extension.

         Although the  Convertible  Promissory  Notes would only be converted at
the holders' option, if Proposal 7 is approved the holders may convert the notes
into Common Stock and the Company  could satisfy its  obligations  for the notes
with Common Stock. If Proposal 7 is not approved,  however, the Company will not
have the  flexibility  to honor a  conversion  request  by the  noteholders  and
satisfy the promissory notes by issuing Common Stock.
--------------------------------------------------------------------------------


                                       4


                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

         Eight  directors,  constituting  the entire Board, are to be elected at
the Meeting and, if elected,  will serve until the next Meeting of  Stockholders
and until their  successors  have been  elected  and  qualified.  The  Company's
Bylaws,  as amended,  provide that the Board shall consist of a minimum of three
and a maximum of nine members.

         The  nominees  of the  Board are set forth  below.  All of the  current
members of the Board have been  nominated  to continue to serve as  directors of
the  Company.  In the event any  nominee  is  unable or  declines  to serve as a
director at the time of the  Meeting,  the proxies will be voted for any nominee
who shall be designated by the Board to fill the vacancy.  If additional persons
are nominated for election as directors,  then the proxy holders  intend to vote
all proxies  received by them for the nominees  listed  below unless  instructed
otherwise.  As of the date of this Proxy Statement,  the Company is not aware of
any  nominee  who is  unable  or who will  decline  to serve as a  director,  if
elected.

Nominees for Election as Directors

         Set forth below are the names,  ages,  positions and offices held and a
brief description of the business  experience during the past five years of each
person nominated to serve as a director of the Company.

         William A. Goldstein (age 41), has served as the Company's  Chairman of
the Board since  February 2, 2005,  and became  Chief  Executive  Officer of the
Company  effective  April 28,  2005.  From June 2003 to present,  Mr.  Goldstein
served as Chairman of the Board of Farequest Holdings, Inc., and from March 1992
to November  2004 as Chairman  and Chief  Executive  Officer of J&C  Nationwide,
Inc., a physician  staffing  company which he founded in 1992. Mr. Goldstein has
also served as an  executive  or board  member for several  companies  including
Market Central,  Inc., a publicly traded  technology  company from February 2003
until  November  2004, and as Chairman of LA Digital Post, a privately held post
production  film equipment  rental  company from September 2003 to present,  and
nPorta, Inc., a travel software and booking engine technology company from April
2000 to  present.  Mr.  Goldstein  earned  his  Bachelor's  Degree  in  Business
Administration from Old Dominion University.

         Michael D. Pruitt (age 44) became the Company's Chief Executive Officer
and President on November 8, 2000 and continued in these  positions  until April
28,  2005.  He has served as a director  of the Company  since  October 3, 2000.
Additionally,  Mr.  Pruitt  served as the  Company's  Chairman from July 2001 to
February  2003.  Mr.  Pruitt was also the founder of Avenel  Ventures,  Inc.,  a
business  development  company,  and has served as  President,  Chief  Executive
Officer and director of Avenel Ventures,  Inc. since its formation in June 2000.
From May 1999 to June 2000, Mr. Pruitt was involved in founding Avenel Financial
Group,   Inc.,  a  financial   services  firm  specializing  in  e-commerce  and
technology.  From October 1997 to May 1999,  Mr. Pruitt was the  Executive  Vice
President  of  Marketers  World  International.  Mr.  Pruitt was an  independent
consultant from January 1997 to October 1997. From January 1992 to January 1997,
Mr. Pruitt was the COO of Ty Pruitt Trucking, Inc.

         Jeffrey F.  Willmott  (age 56), has served as a director of the Company
since October 17, 2002.  Mr.  Willmott  served as the Company's  Chairman of the
Board from February 2003 until  February 2005.  From 2001 to 2002, Mr.  Willmott
was Chairman and Chief Executive Officer of EKN Asset  Management,  a registered
investment  advisory  firm in New York  City.  From 1999 to 2000,  Mr.  Willmott
served  as the  managing  director  of  Trenwith  Securities,  a  middle  market
investment  bank,  were he was  responsible for the origination and execution of


                                       5


corporate finance engagements. From 1991 to 1999, Mr. Willmott was a Senior Vice
President at Warburg Dillon Read (now UBS Warburg), where he was responsible for
business development. From 1983 to 1990, he was a regional director of sales and
marketing at Westinghouse Broadcasting.

         Dr. James A. Verbrugge (age 64) has served as a director of the Company
since January 11, 1999.  Dr.  Verbrugge is a Professor of Finance  (Emeritus) at
the  University of Georgia where he has been employed since 1968. He is also the
Director of the Center for  Strategic  Risk  Management  in the Terry College of
Business at the  University  of Georgia and is  actively  involved in  executive
education  programs.  Since July 2001, Dr. Verbrugge has also been a director of
Crown Crafts, Inc.

         P. Roger Byer (age 59),  CPA,  has served as a director  of the Company
since June 2003.  From May 2001 to  September  2002,  Mr. Byer served as CEO and
President of Stellex  Aerostructures,  Inc., a  manufacturer  of commercial  and
defense RF electronics and military machined aerostructure components. From July
1997 to September 2000, Mr. Byer was the COO of Mentmore Holdings Corporation, a
New York based private equity firm with aggregate portfolio companies generating
over $1 billion in  revenues.  Mr.  Byer also  served as CFO for  several of the
portfolio companies.  From 1986 to 1997, he served as Vice President and CFO for
KDI Corporation.

         J.  Michael  Carroll  (age 56) has served as a Director  of the Company
since  January  2004.  He  currently  owns and  operates  a sales  and  training
consulting  firm  based in  Richmond,  Virginia.  From  1999 to  present  he has
assisted  management  teams  and  individuals  to  recognize  the  realities  of
consistent  long  term  growth.  Mr.  Carroll  previously  spent 22 years in the
distribution business, 19 of which were in computer products distribution.  From
1997 to 1999,  he was a division  president  at  Corporate  Express,  a publicly
traded  business-to-business  office products and service provider. In 1978, Mr.
Carroll founded MicroMagnetic, Inc., a computer supply distribution company that
he sold to Corporate  Express in 1997. Mr. Carroll holds a Bachelor's  Degree in
Business  Management  from  The  College  of  William  & Mary  in  Williamsburg,
Virginia,  and a  Master's  Degree  in  Business  Administration  from  Virginia
Commonwealth University.

         Ronald L.  Attkisson  (age 56) has served as a Director  of the Company
since February 1, 2005. Mr. Attkisson has served as Chairman and Chief Executive
Officer of IFS Holdings since its inception in June, 2003. Mr. Attkisson is also
president  of Jones,  Bird &  Attkisson,  a position he has held since  October,
2003.  Previously,  Mr. Attkisson  provided  investment banking services through
Attkisson,  Carter  &  Company,  which  he  founded  in  1988 as  Attkisson  and
Associates.  Mr.  Attkisson  sold most of his  interest  in the firm in January,
2001,  but  retained  an  association  with the firm  until May,  2003,  when he
resigned from the firm before forming IFS Holdings.  Prior to founding Attkisson
& Associates,  Mr.  Attkisson was  associated  with  Interstate  Securities  and
Johnson,  Lane, Space, Smith & Company, which were predecessor firms to Wachovia
Securities.  Prior to this,  he was a vice  president  at The  Robinson-Humphrey
Company from 1978 to 1981. Mr. Attkisson  graduated from the University of North
Carolina at Chapel Hill in 1970.

          John J.  Sicilian  (age 44) has  served as a Director  of the  Company
since February 9, 2005. Mr. Sicilian is currently  Chairman and President of 105
Capital LLC, a management  advisory  firm and has held that  position  since mid
2003 when he founded the firm.  Prior to that he served as  Chairman,  President
and Liquidating  Agent of the Eastern Airlines Estate from 1995 through 2002. He
also served as Executive Vice President and General Counsel of Eastern  Airlines
from 1990 to 1994. Mr.  Sicilian is a director of privately held AgentWare which
provides  automated  travel  data  aggregation  technology  products  to  travel
professionals.

         There are no family  relationships  among any of the executive officers
or directors of the Company. No arrangement or understanding  exists between any
executive  officer and any other person pursuant to which any executive  officer
was selected as an executive officer of the Company.  Executive  officers of the
Company  are  elected or  appointed  by the Board and hold  office  until  their
successors are elected or until their death, resignation or removal.


                                       6


         Stockholder Communication with the Board

         The  Board  of  Directors   has   established   a  process  to  receive
communications  from  Stockholders.  Stockholders may contact any member (or all
members) of the Board of Directors (or the non-management  directors as a group)
or any  committee  of the Board of Directors by mail.  To  communicate  with the
Board of  Directors,  any  individual  director  or any  group or  committee  of
directors,  correspondence  should be addressed to the Board of Directors or any
such  individual  director or group or  committee of directors by either name or
title. All such  correspondence  should be sent "c/o Investor Relations" at 6836
Morrison Boulevard, Suite 200, Charlotte, NC 28211.

         All  communications  received as set forth in the  preceding  paragraph
will be opened by the office of our Director of Investor  Relations for the sole
purpose  of  determining  whether  the  contents  represent  a  message  to  our
directors. Any contents that are not in the nature of advertising, promotions of
a product or service,  or patently offensive material will be forwarded promptly
to the addressee. In the case of communications to the Board of Directors or any
group or  committee  of  directors,  the  Investor  Relations'  office will make
sufficient  copies of the  contents to send to each  director who is a member of
the group or committee to which the correspondence or e-mail is addressed.

         Director Attendance at Annual Meetings and Board Meetings

         It is our policy that  directors  are invited and  encouraged to attend
our Annual  Meetings.  All directors  attended our last Annual Meeting,  and are
expected to attend the Meeting this year.

         During the fiscal year ended June 30, 2004,  the Board met 14 times,  7
of which was by written consent. All Board and committee members attended 75% or
more of the meetings.  The Board is currently  comprised of Dr.  Verbrugge,  Mr.
Willmott, Mr. Byer, Mr. Pruitt, Mr. Carroll, Mr. Goldstein,  Mr. Attkisson,  and
Mr. Sicilian.

         The Audit Committee

         The Board has established an audit  committee (the "Audit  Committee").
The Audit Committee is currently  comprised of Dr.  Verbrugge,  Mr. Byer and Mr.
Carroll,  with Dr.  Verbrugge  serving as its  Chairman.  During the fiscal year
ended June 30, 2004, the Audit  Committee met 7 times.  All members of the Audit
Committee  attended 75% or more of the meetings.  The Audit  Committee  convenes
when deemed appropriate or necessary by its members.

         The Company's  Board of Directors has adopted a written charter for the
Audit Committee.  A copy of the Audit Committee Charter is attached as Exhibit A
hereto as is posted on the Company's website.

         The  primary  functions  of the  Audit  Committee  are set forth in its
charter and include: (i) selecting,  compensating,  retaining, and replacing the
accounting  firm  to  act  as  the  Company's  independent   accountants;   (ii)
pre-approving the audit and non-audit services to be provided by the independent
accountants;   (iii)  consulting  with  the  Company's  independent  accountants
regarding the results and scope of the annual audit;  and (iv) providing an open
avenue  of  communication  among  the  independent  accountants,  the  Company's
financial  and  senior  management  and the  Board.  The  members  of the  Audit
Committee are  "independent"  as defined in Section 121(A) of the American Stock
Exchange  Listing  Standards and Section 10A of the  Securities Act of 1934. Mr.
Byer serves as the Audit Committee financial expert.


                                       7


         The Audit Committee reports as follows:

         (i)      The Audit  Committee  received  reports  from and met and held
                  discussions  with  management  and BDO Seidman LLP ("BDO") the
                  Company's  independent  registered  accounting  firm  for  the
                  fiscal year ending June 30, 2004;

         (ii)     The Audit  Committee  reviewed  and  discussed  the  Company's
                  audited financial  statements for the year ended June 30, 2004
                  with the Company's management;

         (iii)    The Audit Committee discussed with BDO the matters required to
                  be discussed by Statement of Accounting Standards 61;

         (iv)     The Audit Committee  received the written  disclosures and the
                  letter  from  BDO  required  by  Independent  Standards  Board
                  Standard No. 1 Independence  Discussions with Audit Committees
                  and has discussed BDO's  independence with  representatives of
                  BDO; and

         (v)      The Audit Committee recommended to the Board of Directors that
                  the audited financial  statements be included in the Company's
                  Annual  Report on Form 10-K for the fiscal year ended June 30,
                  2004, for filing with the Securities and Exchange  Commission.
                  This   recommendation  was  based  on  the  Audit  committee's
                  discussion   with   management,   and  BDO,  as  well  as  the
                  Committee's  reliance on management's  representation that the
                  Company's  consolidated  financial statements were prepared in
                  accordance with accounting  principles  generally  accepted in
                  the United States of America.

         Members of the Audit  Committee:  Dr. James A. Verbrugge,  Mr. P. Roger
         Byer, and Mr. J. Michael Carroll.

         The Compensation Committee

         In January 2001, the Board established a compensation committee,  which
is  currently  comprised  of Mr.  Byer and Dr.  Verbrugge.  The  members  of the
Compensation  Committee  are  independent  as defined  in Section  121(A) of the
American Stock Exchange Listing Standards.  During fiscal 2004, the Compensation
Committee met 5 times,  3 of which were by written  consent.  All members of the
compensation  committee attended at least 75% of the meetings.  The Compensation
Committee  convenes  when deemed  appropriate  or necessary by its members.  The
responsibilities of the Compensation Committee include the following:

         *        Overseeing  our  compensation  and  benefit  plans,  including
                  incentive compensation and equity-based plans;

         *        evaluating the compensation provided to our directors;

         *        conducting the annual  evaluation by our Board of Directors of
                  the Chief Executive Officer;

         *        evaluating the  performance of all other  executive  officers;
                  and


                                       8


         *        setting the compensation  level of our Chief Executive Officer
                  and all of our other executive officers based on an evaluation
                  of each  executive's  performance  in light of the  goals  and
                  objectives of our executive compensation plans.

         The Nominating and Corporate Governance Committee

         The Board established a Nominating and Corporate Governance  Committee,
which is currently  comprised of Mr. Carroll as chairman and Mr.  Sicilian.  The
charter of the Committee is available on the  Company's  website and is attached
hereto as Appendix A. The members of the  Nominating  and  Corporate  Governance
Committee are  independent  as defined in Section  121(A) of the American  Stock
Exchange Listing Standards.  The Nominating and Corporate  Governance  Committee
convenes when deemed appropriate or necessary by its members. The Nominating and
Corporate Governance Committee performs the following functions:

         *        recommending to the Board of Directors  individuals  qualified
                  to serve as directors of the Company;

         *        recommending to the Board of Directors,  directors to serve on
                  committees of the Board of Directors;

         *        advising  the  Board of  Directors  with  respect  to  matters
                  relating to the composition,  procedures and committees of the
                  Board of Directors;

         *        developing and recommending to the Board of Directors a set of
                  corporate governance  principles applicable to the company and
                  overseeing corporate governance matters generally; and

         *        overseeing  the  evaluation  of the Board of Directors and the
                  Company's management.

         The  Nominating  and  Corporate   Governance  Committee  will  consider
director  candidates  recommended by  Stockholders.  In  considering  candidates
submitted by  Stockholders,  the Nominating and Corporate  Governance  Committee
will  take  into  consideration  the  needs of the  Board of  Directors  and the
qualifications  of  the  candidate.  The  Nominating  and  Corporate  Governance
Committee  may also take into  consideration  the  number of shares  held by the
recommending Stockholder and the length of time that such shares have been held.
To have a  candidate  considered  by the  Nominating  and  Corporate  Governance
Committee,  a  Stockholder  must submit the  recommendation  in writing and must
include the following information:

         *        The  name of the  Stockholder  and  evidence  of the  person's
                  ownership of our common stock,  including the number of shares
                  owned and the length of time of ownership; and

         *        The name of the candidate, the candidate's resume or a listing
                  of his or her  qualifications  to be a director of the company
                  and the person's consent to be named as a director if selected
                  by the  Nominating  and  Corporate  Governance  Committee  and
                  nominated by the Board of Directors.

         The Stockholder  recommendation and information described above must be
addressed to our Chairman of the Board at 6836  Morrison  Boulevard,  Suite 200,
Charlotte,  NC 28211, and must be received by our Chairman of the Board not less
than 120 days prior to the anniversary date of our most recent annual meeting of
stockholders.  If, however, we did not hold an annual meeting the previous year,
or if the date of the annual  meeting to which the  recommendation  applies  has
been changed by more than 30 days from the  anniversary  date of our most recent


                                       9


annual meeting of stockholders,  then the recommendation and information must be
received not later than the close of business on the 10th day  following the day
on which notice of the date of the meeting is mailed or public disclosure of the
date of the meeting is made, whichever occurs first.

         All director  candidates  recommended  by the  Nominating and Corporate
Governance  Committee must be consistent  with the Board of Directors'  criteria
for  selecting  directors.   These  criteria  include  the  possession  of  such
knowledge,  experience,  skills,  expertise  and  diversity so as to enhance the
Board of Directors' ability to manage and direct the affairs and business of the
Company, including, when applicable, to enhance the ability of committees of the
Board of Directors to fulfill  their duties  and/or to satisfy any  independence
requirements  imposed  by  law,  regulation  or  AMEX  listing  requirement.  In
addition,  the Nominating and Corporate  Governance  Committee  examines,  among
other things, a candidate's  ability to make independent  analytical  inquiries,
understanding  of our  business  environment,  potential  conflicts of interest,
independence  from  management  and the Company,  integrity and  willingness  to
devote adequate time and effort to  responsibilities  associated with serving on
the Board of Directors.

         The Nominating and Corporate  Governance Committee identifies potential
nominees  by asking  current  directors  and  executive  officers  to notify the
Committee if they become aware of persons meeting the criteria  described above,
and in particular any such persons who have had a change in  circumstances  that
might make them  available  to serve on the Board of  Directors  -- for example,
retirement  as a  senior  executive  of a public  company.  The  Nominating  and
Corporate  Governance  Committee  also, from time to time, may engage firms that
specialize in identifying director  candidates.  No firm was engaged to identify
this year's  candidate.  As described  above,  the Committee  will also consider
candidates recommended by Stockholders.

         Once a person  has been  identified  by the  Committee  as a  potential
candidate,  the Committee may collect and review publicly available  information
regarding the person to assess whether the person should be considered  further.
If the Committee  determines that the candidate warrants further  consideration,
the Chairman or another member of the Committee contacts the person.  Generally,
if the person expresses a willingness to be considered and to serve on the Board
of Directors, the Committee requests information from the candidate, reviews the
person's  accomplishments  and  qualifications,  including in light of any other
candidates  that the Committee  might be  considering,  and conducts one or more
interviews  with the  candidate.  In certain  instances,  Committee  members may
contact one or more  references  provided by the  candidate or may contact other
members  of the  business  community  or other  persons  that  may have  greater
first-hand  knowledge  of  the  candidate's  accomplishments.   The  Committee's
evaluation  process  does  not vary  based  on  whether  or not a  candidate  is
recommended by a Stockholder,  although, as stated above, the Board of Directors
may take  into  consideration  the  number of  shares  held by the  recommending
Stockholder and the length of time that such shares have been held.

         In addition to the selection  process of the  Nominating  and Corporate
Governance  Committee,  under the Agreement and Plan of Merger among the Company
and Farequest Holdings,  Inc., and the terms of the Company's Series B Preferred
Stock,  (i) the holders of the Company's  Series B 6%  Redeemable  Participating
Preferred Stock are entitled to elect three  directors,  and (ii) at this annual
meeting and the next two annual  meetings,  RCG's board of directors is required
to  nominate,  and  recommend  for  election  by the  Stockholders,  William  A.
Goldstein,  as Chairman of the Board of  Directors,  and provided Mr.  Goldstein
shall continue to own at least ten percent (10%) of the outstanding Common Stock
of the  Company,  the  Company's  Board of  Directors  shall also  nominate  and
recommend for election by the Stockholders,  two (2) additional  directors named
by Mr. Goldstein who shall be "independent  directors" and reasonably acceptable
to the then  existing  board of directors.  Messrs.  Attkisson and Sicilian were


                                       10


named by Mr. Goldstein as proposed directors.  Mr. Goldstein also agreed to vote
Mr.  Goldstein's  shares of Common  Stock (i) during such three (3) year period,
for Michael Pruitt as a member of the Company's board of directors, provided Mr.
Pruitt holds 750,000 shares of Common Stock at the time of the applicable  vote,
and (ii) for the  remaining  nominees  nominated  by the  Company's  board for a
one-year  term  beginning  with the  closing  of the  Company's  acquisition  of
Farequest  Holdings,  Inc. The Company is not  soliciting a vote by the Series B
Preferred  stockholders  at this  meeting,  based  on the  assumption  that  the
conversion of the Series B Preferred Stock will be approved and will be effected
promptly following the Meeting.

         Executive Officers

         Set forth below are the names,  ages,  positions and offices held and a
brief description of the business  experience during the past five years of each
of the  Company's  executive  officers  who are not also  directors  or director
nominees.

         Marc E.  Bercoon  (age 45),  currently  serves as the  President of the
Company. He was appointed Chief Financial Officer of the Company on February 28,
2005 and relinquished that role when he became President of the Company on April
28, 2005.  Mr.  Bercoon has also served as Vice Chairman of Farequest  Holdings,
Inc. since June 2003. From November 2002 until November 2004, Mr. Bercoon served
as Vice  Chairman  and Chief  Financial  Officer  for J&C  Nationwide,  Inc.,  a
physician  staffing company that was formerly  controlled by William  Goldstein.
From  January  2002 until  November  2002 he served as Senior Vice  President of
Mergers  and  Acquisitions  for J&C  Nationwide,  Inc.  From  September  1999 to
December  2001,  Mr.  Bercoon was Chief  Operating  Officer for Vision  Building
Systems,  LLC, a dealer of modular buildings,  and from November 1998 to present
he has been a  director  of Mixson  Corp.,  a  privately  held  manufacturer  of
products in the law enforcement and safety industry. Mr. Bercoon earned his B.S.
in Accountancy with High Honors from the University of Illinois (Urbana, IL) and
his J.D.  from the UCLA School of Law. Mr.  Bercoon has also passed the Illinois
CPA exam.

         Phillip A. Ferri (age 49) became Chief Financial Officer of the Company
effective  April  28,  2005.  Prior to that he  served  as  President  and Chief
Financial  Officer of OneTravel,  Inc. since 1999.  Prior to joining  OneTravel,
Inc.,  Mr.  Ferri  held CFO and senior  financial  positions  at Direct  Travel,
American Express,  Rosenbluth  International and the BISYS Group, Inc. Mr. Ferri
is a director of PhoCusWright,  Inc., an independent  research firm covering the
travel, tourism and hospitality industry.

         Stephen J.  Pello  (age 61) was  appointed  Executive  Vice  President,
Strategic  Alliances of the Company  effective April 28, 2005. Prior to that Mr.
Pello held the same  position  with  OneTravel,  Inc.  since August  2000.  From
January  2000 through  August  2000,  Mr.  Pello was  Executive  Vice  President
Strategic  Alliances  for Travel  Services,  a travel  firm,  and prior to that,
beginning  in March  1995,  he was V.P.  Operations  of Direct  Travel,  a large
corporate travel agency.

         Henry  Wang (age 44) was  appointed  Chief  Information  Officer of the
Company  effective April 28, 2005. Prior to that Mr. Wang was Chief  Information
Officer of OneTravel,  Inc. from February 2003. Mr. Wang acted as an independent
information  technology  consultant from February 2002 to January 2003. Prior to
that,  from December 1996 to February  2002, Mr. Wang was Director of Technology
for Sapient  Corporation  (NASDAQ:  SAPE),  a leading  business  consulting  and
technology services firm.

         Melinda  Morris Zanoni (age 35) has served as Executive  Vice President
of the Company  since  November 8, 2000.  Additionally,  Ms.  Zanoni served as a
director of the Company from  January 19, 2001 to April 16,  2003,  as well as a
director and Executive Vice President of Avenel Ventures, Inc., since June 2000.
From February 1996 to June 2000, Ms. Zanoni was an attorney with the law firm of


                                       11


Nelson Mullins Riley & Scarborough,  LLP in Charlotte,  North Carolina where she
concentrated in the areas of mergers and  acquisitions  and commercial  finance.
From May 1994 to February 1996, she was a transactional  attorney  concentrating
in corporate  law in Chicago,  Illinois.  Ms. Zanoni earned her B.S. with Honors
and J.D. Cum Laude from the University of Illinois (Urbana, IL).

Beneficial Ownership of Management and Certain Beneficial Owners

         The following table sets forth certain  information with respect to the
beneficial  ownership of the  Company's  Common Stock as of May 12, 2005 by: (i)
each  person  known by the  Company  to  beneficially  own  more  than 5% of the
outstanding shares of Common Stock; (ii) each of the Company's directors;  (iii)
each  of  the  Company's  named  executive  officers  included  in  the  Summary
Compensation  Table  included  elsewhere  herein;  and (iv) all of the Company's
current directors and executive officers as a group.  Except as otherwise noted,
the person or entity named has sole voting and investment  power over the shares
indicated.



                                                                 Shares of              Percent of Shares
                                                              Common Stock                   Beneficially
                      Name                                    Beneficially Owned(1)           Owned (2)
                      ----                                    ---------------------           ---------
                                                                                       
Michael D. Pruitt+++(3)                                          1,690,191                    5.7%
Jeffrey F. Willmott++(4)                                           126,000                       *
Dr. James A. Verbrugge++(5)                                        243,300                       *
P. Roger Byer++(6)                                                 268,928                       *
Michael Carroll ++(7)                                               36,000                       *
William A. Goldstein+ ++(8)                                      2,275,004                    7.8%
Ronald Attkisson++(9)                                              143,677                       *
John T. Sicilian++                                                       0                       *
Melinda Morris Zanoni+(10)                                         497,428                    1.7%
Mark E. Bercoon +(11)                                              119,687                       *

All Current Executive Officers and Directors as a
         Group (10 Persons)(12)                                                              17.9%


+        Executive Officer of the Company
++       Director of the Company
*        Less than 1%

(1)      Information  as to  beneficial  ownership  of  Common  Stock  has  been
         furnished to the Company either by or on behalf of the indicated person
         or is taken from reports on file with the SEC.

(2)      In computing  the  percentage  ownership of a person,  shares of Common
         Stock  that are  acquirable  by such  person  within 60 days of May 12,
         2005, are deemed  outstanding.  These shares of Common Stock,  however,
         are not deemed  outstanding for the purpose of computing the percentage
         ownership  of  any  other  person.  As of  May  12,  2005,  there  were
         29,219,112 shares of Common Stock outstanding.

(3)      Includes 989,565 shares of Common Stock, 125,000 shares of Common Stock
         issuable upon  exercise of warrants and 246,428  shares of Common Stock
         issuable  upon  exercise  of  options  owned  directly  by Mr.  Pruitt.
         Includes  318,142  shares of  Common  Stock  owned by Avenel  Financial
         Group,  Inc., which is 100% owned by Mr. Pruitt, and 2,185 shares owned
         by Mr. Pruitt's  spouse.  Mr. Pruitt does not have voting or investment


                                       12


         power with  respect to the shares owned by his spouse.  Includes  8,871
         shares of Common  Stock in three  separate  custodian  accounts  in the
         names of Mr. Pruitt's three children. Mr. Pruitt is the trustee of each
         of these custodian accounts.

(4)      Includes  85,000  shares of Common  Stock  issuable  upon  exercise  of
         options. Includes 41,000 shares of Common Stock, of which 20,000 shares
         are owned by Mr. Willmott's  spouse.  Mr. Willmott does not have voting
         or investment power over the shares owned by his spouse.

(5)      Consists of 7,586 shares of Common  Stock and 235,714  shares of Common
         Stock issuable upon exercise of options.

(6)      Includes  268,928  shares of Common Stock.  Mr. Byer  purchased  89,286
         shares of restricted Common Stock in a September 2003 private placement
         and subscribed to purchase an additional  44,642  restricted  shares of
         the Company which was closed in early October, 2003. The purchase price
         of the Common Stock was $1.12.  Mr. Byer exercised 50,000 options at an
         exercise price of $1.07 and exercised options to purchase 85,000 shares
         of Common Stock at an exercise price of $.55 on January 13, 2005.

(7)      Includes 6,000 shares of Common Stock and 30,000 shares of Common Stock
         issuable upon exercise of options.

(8)      Includes  1,400,522  shares  of  Common  Stock  held  directly  by  Mr.
         Goldstein and 874,482  shares of Common Stock held in an escrow account
         over which Mr.  Goldstein has voting  power,  as described  below.  Mr.
         Goldstein also has the right to receive an estimated  4,475,945  shares
         of common stock  issuable upon  conversion  of the  Company's  Series B
         Preferred Stock, an estimated 995,862 shares of Common Stock, including
         estimated  interest,  issuable  upon  conversion  of a promissory  note
         issued by the Company,  and up to an estimated 965,659 shares of common
         stock  issuable as an  anti-dilution  measure as and when the Company's
         Series A Preferred  Stock is converted.  Mr.  Goldstein also has voting
         power with respect to the following securities issued to former holders
         of options and  warrants  to  purchase  common  stock of  Farequest  in
         connection  with the  Farequest  merger  held in an escrow  account for
         which Mr. Bercoon and Mr. Atkisson serve as co-escrow  agents:  874,482
         shares of Common Stock  (included in Mr.  Goldstein's  number of shares
         beneficially  owned),  an  estimated  621,814  shares of Common  Stock,
         including estimated interest,  issuable upon conversion of a promissory
         note issued by the  Company,  an estimated  2,794,768  shares of Common
         Stock  issuable upon  conversion  of the  Company's  Series B Preferred
         Stock,  and up to an estimated  602,955 shares of Common Stock issuable
         as an  anti-dilution  measure  as  and  when  the  Company's  Series  A
         Preferred  Stock  is  converted.  Mr.  Goldstein  disclaims  beneficial
         ownership of these securities.

(9)      Includes  143,677  shares of Common  Stock  issuable  upon  exercise of
         Farequest warrants formerly  exercisable for 84,000 shares of Farequest
         held by Jones Bird Attkisson,  Mr.  Attkisson's  firm. Upon exercise of
         these  warrants,  Jones Bird Attkisson also has the right to receive an
         estimated  458,216 shares of Common Stock  issuable upon  conversion of
         the Series B Preferred  Stock,  an  estimated  92,681  shares of Common
         Stock,  including  estimated  interest,  issuable upon  conversion of a
         promissory  note issued by the Company,  and up to an estimated  29,947
         shares of Common Stock issuable as an anti-dilution measure as and when
         the  Company's  Series A Preferred  Stock is converted.  Mr.  Attkisson
         disclaims  beneficial  ownership of the  securities  held by Jones Bird
         Attkisson.  Mr.  Attkisson  serves as co-escrow  agent pursuant to that
         certain Escrow  Agreement,  dated February 1, 2005, in connection  with


                                       13


         the Farequest merger.  William A. Goldstein has voting power over these
         securities  and Mr.  Attkisson  disclaims  beneficial  ownership.  This
         escrow account holds the following  securities issued to former holders
         of options and warrants to purchase common stock of Farequest:  874,482
         shares of Common Stock  (included in Mr.  Goldstein's  number of shares
         beneficially  owned),  an  estimated  621,814  shares of Common  Stock,
         including estimated interest,  issuable upon conversion of a promissory
         note issued by the  Company,  an estimated  2,794,768  shares of Common
         Stock  issuable upon  conversion  of the  Company's  Series B Preferred
         Stock,  and an estimated  602,955 shares of Common Stock issuable as an
         anti-dilution  measure  as and when the  Company's  Series A  Preferred
         stock is converted.

(10)     Consists of 286,714 shares of Common Stock and 210,714 shares of Common
         Stock issuable upon exercise of options.

(11)     Includes  85,495 shares of Common Stock held  directly by Mr.  Bercoon.
         Also includes  34,192 shares of Common Stock  issuable upon exercise of
         options formerly exercisable for 20,000 shares of Farequest held by Mr.
         Bercoon.  Upon  exercise of these  warrants,  Mr.  Bercoon also has the
         right to receive an estimated  109,269  shares of Common Stock issuable
         upon conversion of the Company's Series B Preferred Stock, an estimated
         22,101 shares of Common Stock,  including estimated interest,  issuable
         upon conversion of a promissory  note issued by the Company,  and up to
         an estimated 21,431 shares of Common Stock issuable as an anti-dilution
         measure  as  and  when  the  Company's  Series  A  Preferred  Stock  is
         converted.  Mr.  Bercoon  also has the right to  receive  an  estimated
         273,234  shares  of  Common  Stock  issuable  upon  conversion  of  the
         Company's  Series B Preferred  Stock,  an  estimated  60,793  shares of
         Common Stock, including estimated interest, issuable upon conversion of
         a promissory note issued by the Company,  and up to an estimated 58,949
         shares of Common Stock issuable as an anti-dilution measure as and when
         the Company's Series A Preferred Stock is converted. Mr. Bercoon serves
         as co-escrow  agent  pursuant to that certain Escrow  Agreement,  dated
         February 1, 2005, in connection with the Farequest  merger.  William A.
         Goldstein  has  voting  power  over these  securities  and Mr.  Bercoon
         disclaims beneficial ownership. This escrow account holds the following
         securities issued to former holders of options and warrants to purchase
         common stock of Farequest:  874,482 shares of Common Stock (included in
         Mr.  Goldstein's  number of shares  beneficially  owned),  an estimated
         621,814 shares of Common Stock, including estimated interest,  issuable
         upon  conversion  of a  promissory  note  issued  by  the  Company,  an
         estimated  2,794,768 shares of Common Stock issuable upon conversion of
         the Company's Series B Preferred Stock, and an estimated 602,955 shares
         of Common Stock  issuable as an  anti-dilution  measure as and when the
         Company's Series A Preferred stock is converted.

(12)     Excludes  shares of Common Stock issuable upon exercise of options that
         are not exercisable on or within 60 days of May 12, 2005.

Employment Contracts

         On November 7, 2002, the Company entered an employment  agreement ("the
Pruitt  Agreement") with Mr. Michael Pruitt to serve as the Company's  President
and CEO. The Pruitt Agreement provides for an annual base salary of $180,000 and
an initial term of two (2) years.  After the initial term, the Pruitt  Agreement
renews automatically for one (1) year unless either party gives 60 days' written
notice. Mr. Pruitt is also entitled to receive an annual bonus in the amount and
manner approved by the Board (or by the Compensation Committee thereof).  Upon a
termination following a change of control,  resignation with cause,  termination
without cause,  or termination  for  disability,  Mr. Pruitt will be entitled to
severance equal to 12 months' salary and health  benefits.  The Pruitt Agreement
was  terminated  effective May 1, 2005.  Mr. Pruitt  remains with the Company as
Vice Chairman and the severance began on such date.


                                       14


         On April 15, 2003, the Company  entered an employment  agreement  ("the
Willmott  Agreement")  with Mr.  Jeffrey  Willmott  to  serve  as the  Company's
Chairman of the Board. The Willmott Agreement provides for an annual base salary
of $120,000 and an initial  term of one (1) year.  After the initial  term,  the
Willmott  Agreement  renews  automatically  for one (1) year unless either party
gives 30 days'  written  notice.  Mr.  Willmott  is also  entitled to receive an
annual  bonus  in  the  amount  and  manner  approved  by the  Board  (or by the
Compensation  Committee  thereof).  Upon a  termination  following  a change  of
control,  resignation with cause,  termination without cause, or termination for
disability, Mr. Willmott will be entitled to severance equal to 1 months' salary
and health benefits. The Willmott Agreement was terminated February 1, 2005. Mr.
Willmott remains a director of the Company.

         On November 7, 2002, the Company entered an employment  agreement ("the
Zanoni  Agreement")  with Ms.  Melinda  Morris  Zanoni to serve as the Company's
Executive  Vice  President.  The Zanoni  Agreement  provides  for an annual base
salary of $160,000 and an initial term of two (2) years. After the initial term,
the Zanoni Agreement renews  automatically  for one (1) year unless either party
gives 60 days' written notice.  Ms. Zanoni is also entitled to receive an annual
bonus in the  amount and manner  approved  by the Board (or by the  Compensation
Committee  thereof).   Upon  a  termination   following  a  change  of  control,
resignation   with  cause,   termination   without  cause,  or  termination  for
disability,  Ms. Zanoni will be entitled to severance equal to 12 months' salary
and health benefits.

         Phillip A. Ferri is party to an  Employment  Agreement  effective as of
July 1, 2003, with the Company's subsidiary OneTravel,  Inc. The agreement has a
term of five (5) years and provides for severance equal to 18 months salary plus
any bonus earned  through the date of  termination if Mr. Ferri is terminated by
the Company  without cause or Mr. Ferri  resigns for Good Reason,  as defined in
the agreement. Mr. Ferri's base salary under the agreement is $192,953 and he is
entitled to a cash bonus up to 25% of his salary based upon performance  targets
agreed by Mr. Ferri and the Board of Directors of OneTravel, Inc.

         Stephen J. Pello is party to an  Employment  Agreement  effective as of
August 21, 2000, with the Company's subsidiary OneTravel, Inc. The agreement has
a term  through  August 19, 2005 and  provides  for  severance  equal to six (6)
months  salary if Mr. Pello is  terminated  by the Company  without  cause.  Mr.
Pello's  base  salary  under the  agreement  is  $175,000  and he is entitled to
incentive bonuses, as awarded by the President and CEO of OneTravel, Inc., up to
$75,000 based upon a performance review.

         Henry Wang is party to an Employment Agreement effective as of March 1,
2004, with the Company's subsidiary OneTravel,  Inc. The Agreement has a term of
two (2) years and provides for  severance  equal to six (6) months salary if Mr.
Wang is terminated  without cause. Mr. Wang's base salary under the Agreement is
$150,000 and he is entitled to a cash bonus up to 20% of his salary.

Compensation Committee Report on Executive Compensation

         Our executive  compensation  program  presently is  administered by the
Compensation  Committee of the Board of Directors set forth below. None of these
Compensation  Committee  members are employed by us, and each is an  independent
director under the AMEX listing standards.

Executive Compensation Policies

         The objectives of our executive  compensation  policies are to attract,
retain and reward executive officers who contribute to our success, to align the
financial  interests of executive  officers with our performance,  to strengthen
the  relationship  between  executive  pay and  Stockholder  value,  to motivate
executive  officers to achieve our business  objectives and to reward individual
performance.  Our executive  compensation  package consists of three components:
base salary and related benefits;  short term incentive  program;  and long term
incentive  program in the form of stock options and awards of  restricted  stock
units,  which units, at our option,  are convertible into shares of common stock
on the date of conversion.


                                       15


         The first  component  of our  executive  compensation  package  is base
salary and related  benefits.  Each executive officer receives a base salary and
benefits based on competitive  compensation information and his responsibilities
and performance. The second component of our executive compensation package is a
bonus  program.  Generally,  the  Compensation  Committee,   together  with  our
management,  establishes  objectives at the beginning of the year. At the end of
each year, the  Compensation  Committee  reviews  management's and the company's
achievement  against  those  objectives  and  recommends  a bonus  based  on the
achievement  of  those   objectives.   The  third  component  of  our  executive
compensation  package is long-term  incentives  in the form of stock options and
awards of restricted stock units, which we believe are important as an incentive
tool designed to more closely align the interests of our executive officers with
the  long-term  interests of our  Stockholders  and to encourage  our  executive
officers to remain with us.

         Section 162(m) Policy

         Section  162(m)  of the  Internal  Revenue  Code of 1986,  as  amended,
generally provides that publicly held companies may not deduct compensation paid
to certain of its top executive officers to the extent such compensation exceeds
$1 million per officer in any year.  However,  pursuant to regulations issued by
the Treasury Department, certain limited exceptions to Section 162(m) apply with
respect to "performance-based  compensation." Awards granted under our Long Term
Incentive   Plan  are  intended  to   constitute   qualified   performance-based
compensation  eligible for such exceptions,  and we will continue to monitor the
applicability of Section 162(m) to our ongoing  compensation  arrangements.  The
Compensation  Committee will, in general,  seek to qualify  compensation paid to
our executive  officers for  deductibility  under Section  162(m),  although the
Compensation  Committee  believes it is appropriate to retain the flexibility to
authorize payments of compensation that may not qualify for deductibility if, in
the Compensation  Committee's  judgment, it is in the Company's best interest to
do so.

         Chief Executive Officer Compensation

         The Compensation  Committee  determined the  compensation  level of Mr.
Pruitt,  while he  served as our  Chief  Executive  Officer  and  certain  other
executives.  Such  compensation  is set by the  Compensation  Committee with due
regard  to  industry  practice,   competitive  salary   information,   executive
performance and current market conditions.  In addition, Mr. Pruitt participates
in the same executive  compensation programs available to other of our executive
officers.  For the fiscal year ended 2004 Mr.  Pruitt and a company owned by Mr.
Pruitt received $180,000 in the aggregate.

         Members of the Compensation Committee:  Dr. James A. Verbrugge, and Mr.
P. Roger Byer as its Chairman.

         Compensation Committee Interlocks and Insider Participation

         The members of the  Compensation  Committee during fiscal 2004 were Dr.
Verbrugge and Mr. Byer and for a portion of the year included  Robert Brooks and
Wesley Jones who are no longer directors of the Company.  None of the members of
the Compensation  Committee during fiscal 2004 (i) was an officer or employee of
the  Company or any of its  subsidiaries,  (ii) was  formerly  an officer of the
Company  or any of its  subsidiaries  or (iii)  had any  relationship  requiring
disclosure by the Company under the SEC's rules requiring  disclosure of related
party transactions.


                                       16


         Executive Compensation

                           SUMMARY COMPENSATION TABLE



-----------------------------------------------------------------------------------------------------------------------------------
                                               Annual Compensation                     Long-Term Compensation
                                      --------------------------------------- -----------------------------------------
                                                                                        Awards               Payouts
                                                                              ---------------------------- ------------
                                                                                              Securities
                                                                    Other                       Under-
                            Fiscal                                  Annual     Restricted       lying                    All Other
                             Year                                  Compen-        Stock        Options/       LTIP        Compen-
Name and Principal         ending       Salary         Bonus       sation      Award(s)         SARs        Payouts       sation
     Position             June 30         ($)           ($)         ($)         ($)(1)          (#)           ($)          ($)
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                                                                                                        
Jeffrey F. Willmott (2)   2004              120,000           --                         --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2003               40,000           --                    175,000                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2002                   --                                      --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
Michael D. Pruitt,
Vice-Chairman(3)          2004              180,000           --                         --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2003               30,000           --                    175,000                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2002                   --           --                         --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
Melinda Morris Zanoni,
Executive Vice 
President (4)             2004              160,000           --                         --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2003              160,000           --                    125,000                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------
                          2002              147,167           --                         --                                     --
------------------------- ----------- -------------- ------------ ----------- -------------- ------------- ------------ -----------


         (1)      The stock  options  listed  above are fully vested and have an
                  exercise price at or above the fair market value of the Common
                  Stock on the date of grant of such options,  unless  otherwise
                  noted.

         (2)      Mr.  Willmott's  employment  contract  dated  April  15,  2003
                  provides for an annual base salary of $120,000.  During fiscal
                  year 2003,  the Company did not pay any cash  compensation  to
                  Mr. Willmott, but rather accrued $40,000 for services rendered
                  from March 2003  through June 2003.  During  fiscal year 2004,
                  the  Company  accrued  an  additional  $20,000  and  paid  Mr.
                  Willmott  $21,500,  leaving a  balance  owed of  $38,500.  The
                  Company  anticipates  paying this compensation to Mr. Willmott
                  during  fiscal year 2005.  Beginning  September  1, 2003,  Mr.
                  Willmott has been paid the salary stipulated in his employment
                  contract. Mr. Willmott's employment was terminated on February
                  1, 2005 but he remains a director.

         (3)      Mr.  Pruitt's  employment  contract  dated  November  7,  2002
                  provides  for an annual base salary of  $180,000.  Mr.  Pruitt
                  agreed to forego his salary in fiscal year 2002 and elected to
                  receive  only a  portion  of his 2003  salary,  which was paid
                  directly to Mr. Pruitt and to a Company owned by Mr. Pruitt.

         (4)      Ms.  Zanoni's  employment  contract,  dated  November 7, 2002,
                  provides for an annual base salary of $160,000.


                                       17


                   OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR



-----------------------------------------------------------------------------------------------------------------------
                                                                                   Potential Realizable    (Alternative
                                                                                     Value at Assumed      to Prior
                                                                                   Annual Rate of Stock    Column)
                                                                                    Price Appreciation     Grant
                               Individual Grants                                     for Option Term       Date Value
-------------------------------------------------------------------------------- ------------------------ -------------
                                             Percent of
                                               Total
                              Number of     Options/SARs
                              Securities     Granted to    Exercise
                              Underlying     Employees     of Base                                         Grant Date
                             Option/SARs     in Fiscal     Price      Expiration                            Present
           Name              Granted (#)        Year        ($/Sh)      Date       5% ($)      10% ($)      Value $
--------------------------- -------------- -------------- ---------- ----------- ----------- ------------ ------------
                                                                                
William W. Hodge, CFO              50,000          28.6%       1.90   1/5/2011       38,675       90,128
--------------------------- -------------- -------------- ---------- ----------- ----------- ------------ ------------


         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES



---------------------------------------------------------------------------------------------------------------------
                                                                                  Number of
                                                                                  Securities           Value of
                                                                                  Underlying          Unexercised
                                                                                 Unexercised         In-The-Money
                                                                                 Options/SARs        Options/SARs
                                                                              At Fiscal Year-End    At Fiscal Year-
                                             Shares             Value                (#)                End ($)
                                          Acquired On         Realized           Exercisable/        Exercisable/
                 Name                     Exercise (#)         ($)(1)           Unexercisable      Unexercisable(2)
--------------------------------------- ----------------- ------------------ --------------------- ------------------
                                                                                            
Jeffrey F. Willmott                            0                  0              175,000/-0-            -0-/-0-
--------------------------------------- ----------------- ------------------ --------------------- ------------------
Michael D. Pruitt                              0                  0              246,428/-0-            -0-/-0-
--------------------------------------- ----------------- ------------------ --------------------- ------------------
Melinda Morris Zanoni                          0                  0              210,714/-0-            -0-/-0-
--------------------------------------- ----------------- ------------------ --------------------- ------------------


(1)      Calculated by determining the difference  between the fair market value
         of the shares of Company  Common Stock  underlying  this option and the
         exercise price of such option on the date of exercise.

(2)      The dollar  values of the  Company's  stock  options are  calculated by
         determining the difference  between the fair market value of the shares
         of the Company's  Common Stock  underlying the options at June 30, 2004
         and the exercise price of such options.

Compensation of Non-Employee Directors

         During  fiscal 2004 and through May 1, 2005,  Directors  of the Company
who are not employees of the Company did not receive retainers and were entitled
to be  compensated  at the rate of $1,000 per regular  Board  meeting,  $750 per
telephonic  Board meeting,  and $500 per committee  meeting not held on the same
day as a regular or telephonic Board meeting.  Effective  beginning May 1, 2005,
Directors who are not employees of the Company will receive a retainer of $1,500
per month  ($18,000 per year),  and $1,500 per regular Board  meeting,  $750 per
telephonic meeting, and $750 per committee meeting not held on the same day as a
Board  meeting.  The  chairman  of the  Audit  Committee  will also  receive  an
additional retainer of $500 per month ($6,000 per year) and each Audit Committee
member will receive an additional  retainer of $250 per month ($3,000 per year).
The  Board  expects  to meet at  least on a  quarterly  basis  in  fiscal  2005.
Directors  are  also  entitled  to  reimbursement  of  reasonable  out-of-pocket
expenses  incurred by them in attending  Board  meetings.  In fiscal  2004,  the
Company expensed  $16,250 for director fees and expenses.  The Directors who are
not employees also have received stock options from time to time. In fiscal 2003
Dr.  Verbrugge  received  options in October,  2002 for 100,000 shares of common


                                       18


stock that vested in one year's time in quarterly  installments from the date of
grant, and Mr. Willmott received options in October, 2002 for 85,000 shares that
vested in one year's time in quarterly  installments  from the date of grant. In
fiscal 2004,  Mr.  Carroll  received an option grant in February 2004 for 30,000
shares  which  vested in two  installments  at the end of the 3rd and 4th fiscal
quarters  of 2004,  with a 3 year option  period.  In fiscal  2005,  each of Dr.
Verbrugge and Mr. Byer were awarded  option  grants in January,  2005 for 50,000
shares,  fully  vested with a 10 year option  period.  All option  grants to the
Directors were at exercise prices at or above market value at the time of grant.


                                       19


Performance Graph

The following  graph compares the cumulative  total  Shareholder  returns of the
Company  over the last five years to the AMEX  Composite  Index and the  Russell
2000. Each of the three measures  presented below assume the reinvestment of all
dividends  into shares of common stock and an initial  investment of $100 at the
closing prices on June 30, 1999. The stock  performance shown on the graph below
is not necessarily indicative of future price performance.

                              [LINE GRAPH OMITTED]

The Company  does not believe it can  identify a peer group given the changes in
the Company's business.  Therefore the Company has shown the Russell 2000 index,
rather  than  a  peer  group,  as  an  index  of  issuers  with  similar  market
capitalization to the Company.



============================= ============ ========== =============== ============ ============ ============
                                 1999        2000          2001          2002         2003         2004
----------------------------- ------------ ---------- --------------- ------------ ------------ ------------
                                                                                 
            RCG                   100          33           34              6           3            12
----------------------------- ------------ ---------- --------------- ------------ ------------ ------------
    Amex Composite Index          100         117          115            112          121          157
----------------------------- ------------ ---------- --------------- ------------ ------------ ------------
        Russell 2000              100          96           97             76          110          129
============================= ============ ========== =============== ============ ============ ============



                                       20


Certain Relationships and Related Transactions

         G. David Gordon, a Company stockholder, also occasionally acts as legal
counsel to the Company.

         On April 19, 2004,  Robert H.  Brooks,  Chairman of Hooters of America,
Inc.,  Hooters  Air and  Pace  Airlines,  Inc.  joined  the  Company's  Board of
Directors.  In addition,  Mr.  Brooks made a $1,000,000  cash  investment in the
Company,  and  provided a waiver of the  requirement  of delivery of a letter of
credit in the amount of $1,000,000  to Pace  Airlines,  Inc., a charter  airline
company that  charters  planes to the Company's  Travel  Services  division.  In
exchange,  the Company issued 1,250,000  restricted shares of Common Stock and a
warrant to purchase  1,250,000  restricted shares of Common Stock at an exercise
price of $2.44 per share.  The $1,000,000  investment was allocated  $800,000 to
the Common  Stock and $200,000 to the warrants  using the  Black-Scholes  option
pricing model.  On August 2, 2004, Mr. Brooks  resigned from the Company's Board
of Directors, sighting time constraints.

         On February 8, 2005,  K. Wesley M. Jones,  Sr.  resigned as a member of
the Company's Board of Directors,  sighting time  constraints.  Mr. Jones has an
ownership stake in a private  investment  group that has secured certain letters
of credit  issued by the  Company in the amount of $2  million.  During the nine
months  ended March 31,  2005,  the Company  paid the private  investment  group
approximately   $180,000.   On  December  14,  2004,  the  Company  granted  the
aforementioned  private  investment  group, for a one time release of collateral
and a term extension to the letters of credit,  215,000  three-year common stock
warrants at an exercise price of $1.25. The common stock warrants were valued at
$125,000  using the  Black-Scholes  option  pricing  model and the  expenses  is
included in selling, general and administrative expenses.

         Mr. Jones and Mr. Michael D. Pruitt, RCG's Vice Chairman, as with other
accredited  investors,  each  advanced  the  Company  $250,000 of the total $1.1
million advanced (see Note 3). Messrs. Jones and Pruitt each received three year
options to  purchase  125,000  Common  Shares at an  exercise  price of $1.25 in
return for their respective loans of $250,000.

         Included in accounts  payable  and other  accrued  expenses is $100,000
received from P. Roger Byer, a Director, which was subsequently used to exercise
common stock options.

         On February 2, 2005, the Company  acquired  Farequest  Holdings,  Inc.,
which is now a subsidiary of the Company.  In connection with that  transaction,
Mr. Goldstein, who is now the Company's Chairman and Chief Executive Officer, Mr
Atkisson,  who is now a  Director,  and Mr.  Bercoon,  who is now the  Company's
President,  received  securities from the Company in exchange for their stock in
Farequest.  Additionally, the warrants they hold which were formerly exercisable
for stock in  Farequest  were  converted  into the right to  receive  the merger
consideration  consisting  of  securities  of the Company upon  exercise.  Their
holdings are described  under  "Beneficial  Ownership of Management  and Certain
Beneficial Owners" above.

         Farequest licenses an Internet-based  travel booking engine from nPorta
which is a company majority owned by William  Goldstein,  the Chairman and Chief
Executive  Officer  of the  Company.  Farequest  is  obligated  to pay a monthly
license  fee for  support  and  maintenance  at a rate of $3.00 per  reservation
booked  on-line.  Monthly fees charged by nPorta to Farequest  during the period
from the date of the Farequest  acquisition to April 30, 2005 totaled $77,739 of
which $44,093 has been paid as of April 30, 2005.

         During the calendar year ended December 31, 2004,  Farequest  purchased
several  automobiles,  which were financed through notes payable.  Certain notes
were personally guaranteed by two stockholders of Farequest. In exchange for the
guarantees,  the Company pays fees to the stockholders  which, during the period
from the date of the Farequest acquisition to April 30, 2005, totaled $9,000. Of
this  amount  $4,500 was paid to Marc  Bercoon,  the  Company's  President,  who
guarantees  ten of the vehicle  loans.  The fees are expected to be paid through
the term of the notes,  which mature in 2009. Mr.  Bercoon also received  $4,000
per month in connection with a consulting agreement with Farequest which totaled
$12,000 for period from the date of the Farequest acquisition to April 30, 2005.

Securities Authorized for Issuance Under Equity Compensation Plans

                      Equity Compensation Plan Information



                                                                                         Number  of securities
                                     Number of securities                               remaining available for
                                       to be issued upon         Weighted-average        future issuance under
                                          exercise of            exercise price of     equity compensation plans
                                     outstanding options,      outstanding options,      (excluding securities
Plan category                         warrants and rights       warrants and rights    reflected in column (a))
---------------------------------------------------------------------------------------------------------------
                                              (a)                       (b)                       (c)
                                                                                       
Equity compensation plans
   approved by security holders          2,261,657                    $   2.20                  17,738,343

Equity compensation plans not
   approved by security holders          6,421,963                    $   4.91                          --

         Total                           8,683,620                    $   4.20                  17,738,343


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  and Exchange Act of 1934, as amended,
requires  the  Company's  directors,  executive  officers,  and  persons who own
beneficially  more  than  10% of a  registered  class  of the  Company's  equity
securities,  to file with the SEC initial  reports of  ownership  and reports of
changes in ownership of such  securities  of the Company.  Directors,  executive
officers and greater than 10%  Stockholders  are required by SEC  regulations to
furnish the Company with copies of all Section 16(a) reports they file.

         To the  Company's  knowledge,  based  solely on review of the copies of
such reports furnished to the Company and representations  that no other reports
were  required,  all  Section  16(a)  filing  requirements   applicable  to  its
directors,  executive  officers  and  greater  than 10%  beneficial  owners were
complied with during the fiscal year ended June 30, 2004.

Board Recommendation

         For the reasons  outlined above,  the Board  recommends a vote FOR each
nominee standing for election to the Board of Directors.


                                       21


                                   PROPOSAL 2

                         RATIFICATION OF APPOINTMENT OF
                     INDEPENDENT REGISTERED ACCOUNTING FIRM

         The  Audit  Committee  has  selected  BDO to  serve  as  the  Company's
independent  accountants  for  fiscal  year  2005.  Representatives  of BDO  are
expected  to be present at the Annual  Meeting and will have an  opportunity  to
make a  statement  and to respond to  appropriate  questions.  BDO served as the
Company's independent  registered accounting firm for fiscal year 2004 and Crisp
Hughes Evans LLP ("CHE") for fiscal 2003.

Audit Fees

         The aggregate  fees billed for  professional  services for the audit of
the  Company's  annual  financial  statements  and the reviews of the  financial
statements  included  in the  Company's  Quarterly  Reports  on Form  10-Q  were
$289,495  for the fiscal year ended June 30,  2004,  and were  $120,000  for the
fiscal year ended June 30, 2003.  The foregoing  fees were incurred with respect
to  professional  services  that  are  normally  provided  by our  auditors.  In
connection with statutory and regulatory  filings or engagements,  such services
are rendered for the audit of the Company's  consolidated  financial  statements
and  review  of  the  interim  consolidated  financial  statements  included  in
quarterly reports and services.

Audit-Related Fees

         The aggregate fees billed for  professional  services for assurance and
related services that are reasonably  related to the performance of the audit or
review of the  Company's  financial  statements  and are not reported  under the
caption  "Audit  Fees"  above were  $354,980  for the fiscal year ended June 30,
2004,  and were $0 for the fiscal year ended June 30, 2003.  The foregoing  fees
were incurred with respect to professional  services provided in connection with
due diligence, audits of acquisitions and prior-year audits.

Tax Fees

         The aggregate fees billed for professional services for tax compliance,
tax advice,  and tax  planning  were  $40,000 for the fiscal year ended June 30,
2004,  and were $68,930 for the fiscal year ended June 30, 2003.  The  foregoing
fees were incurred with respect to professional  services provided in connection
with tax  compliance,  advice and planning.  These services  include  assistance
regarding federal,  state and international tax compliance,  assistance with tax
reporting  requirements and audit  compliance,  and mergers and acquisitions tax
compliance.

All Other Fees

         The aggregate fees billed for all other accounting  services to RCG for
the fiscal year ended June 30, 2004 was $4,475. The foregoing fees were incurred
with respect to professional  services  provided in connection with products and
services  other  than the  aforementioned  services.  There  were no  management
consulting services provided.

Change in Auditor

         On February  26, 2004 the Company  acted to dismiss  Crisp Hughes Evans
LLP as its independent  registered accounting firm. This determination  followed
the Company's decision to seek proposals from independent  registered accounting
firms to audit its financial statements, and was approved by the Company's Board


                                       22


of Director's upon the  recommendation  of its Audit Committee.  The decision to
terminate the Company's relationship with CHE did not involve a dispute with the
Company over accounting policies or practices.

         The  independent  audit  report  of CHE on the  consolidated  financial
statements of the Company as of and for the fiscal years ended June 30, 2003 and
2002 did not contain any adverse or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
two fiscal  years ended June 30,  2003,  and during the period from that date to
February  26,  2004,  there  were no  disagreements  with CHE on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
CHE,  would  have  caused CHE to make  reference  to the  subject  matter of the
disagreements in connection with its report.

         In the  Report  to  the  Audit  Committee  as of  June  30,  2003,  CHE
recommended the Company hire a Chief Financial Officer. The Company informed CHE
that it was conducting an executive  search for a CFO and a CFO was subsequently
hired. No other reportable event described under Item 304(a)(1)(v) of Regulation
S-K  occurred  within the two fiscal  years  ended June 30,  2003 and during the
period from that date to February  26,  2004.  CHE has  reviewed  the  preceding
statements,  and a copy of the  response of CHE is  attached as Exhibit  99.1 to
that certain Form 8-KA filed with the SEC on March 3, 2004.

Miscellaneous

         The Audit Committee reviews,  and in its sole discretion  pre-approves,
our independent  auditors' annual engagement letter including  proposed fees and
all  audit  and  non-audit  services  provided  by  the  independent   auditors.
Accordingly,  all services described under "Audit-Related  Fees," "Tax Fees" and
"All Other Fees" were  pre-approved by our Audit Committee.  The Audit Committee
may not engage  the  independent  auditors  to perform  the  non-audit  services
proscribed by law or regulation.  The Audit Committee may delegate  pre-approval
authority to a member of the Audit  Committee,  and authority  delegated in such
manner must be reported at the next scheduled meeting of the Audit Committee.

Board Recommendation

         The Board recommends that the Stockholders vote FOR the ratification of
the appointment of BDO as the Company's  independent  registered accounting firm
for the fiscal year 2005.


                                       23


                                   PROPOSAL 3

         TO APPROVE,  TO THE EXTENT  REQUIRED FOR  COMPLIANCE  WITH THE AMERICAN
STOCK EXCHANGE RULES, THE ISSUANCE OF ADDITIONAL  SHARES OF THE COMPANY'S COMMON
STOCK IN CONNECTION  WITH THE COMPANY'S  FEBRUARY 2005  ACQUISITION OF FAREQUEST
HOLDINGS,  INC., AS NEEDED FOR FULL (I) CONVERSION OF THE COMPANY'S  SERIES B 6%
REDEEMABLE  PARTICIPATING PREFERRED STOCK INTO COMMON STOCK; (II) PAYMENT OF THE
COMPANY'S  $6,037,872  PROMISSORY NOTE WITH 3,018,936 SHARES OF COMMON STOCK FOR
THE PRINCIPAL AMOUNT PLUS PAYMENT OF INTEREST OF 4% PER YEAR IN SHARES OF COMMON
STOCK AS NEEDED,  AND (III) ISSUANCE OF SHARES OF COMMON STOCK AS NEEDED IN FULL
SATISFACTION OF THE CONTINGENT  SHARES PAYABLE TO THE FAREQUEST  HOLDINGS,  INC.
FORMER SHAREHOLDERS.

Description of Transaction

         On February 1, 2004, the Company closed a transaction through which its
wholly owned  subsidiary  WTI  Acquisition,  Inc.  ("Sub")  merged with and into
Farequest Holdings, Inc.  ("Farequest").  Pursuant to the terms of the Agreement
and Plan of Merger dated November 30, 2004, as amended (the "Merger  Agreement")
the Farequest stockholders received (i) 4,779,196 shares of the Company's Common
Stock,  (ii) 1,527,389 shares of the Company's Series B 6% Senior  Participating
Preferred Stock ("Series B Preferred  Stock"),  and (iii) a promissory note (the
"Promissory  Note") payable within one year of the effective time of the merger,
at the Company's  option, in either (a) an amount in cash equal to lesser of (x)
$6,037,872 or (y) 19% of the value of the total maximum consideration payable or
(b) 3,018,936 shares of the Company's  Common Stock.  Solely as an anti-dilution
mechanism,  if  and  when  holders  of the  Company's  Series  A 6%  Convertible
Preferred  Stock convert shares of Series A 6% Convertible  Preferred Stock into
shares of the Company's Common Stock, the Farequest stockholders are entitled to
receive  additional  shares of the  Company's  Series B Preferred  Stock (if the
Company's  Series B Preferred Stock has not yet been  converted),  or additional
shares of the Company's Common Stock based on the conversion ratio of the Series
B  Preferred  Stock  (if  the  Company's  Series  B  Preferred  Stock  has  been
converted),  (such additional shares being the "Contingent  Shares"),  as needed
based  upon a  formula  designed  to  prevent  the  dilution  of  the  Farequest
stockholders' equity interest in the Company.

         The  Company  agreed  to file a  registration  statement  with  the SEC
registering for resale all shares of the Company's Common Stock initially issued
in the  merger  transaction,  underlying  the  Series  B  Preferred  Stock,  and
underlying the Promissory Note.

         At the effective time of the merger,  the Company's  Board of Directors
was  expanded  to eight (8)  members.  William  A.  Goldstein,  a  director  and
executive  officer of  Farequest,  was  appointed  the  Chairman of the Board of
Directors, Ronald Attkisson was appointed as a director of the Company, and John
T.  Sicilian was  appointed as a director of the Company.  For a period of three
years, the Company's Board of Directors will nominate and recommend for election
by the Stockholders, Mr. Goldstein, as Chairman of the Board, and, provided that
Mr. Goldstein shall have continued to own at least 10% of the outstanding Common
Stock of the Company,  two additional  directors  named by Mr.  Goldstein.  Such
nominees  shall be independent  directors and shall be reasonably  acceptable to
the then  existing  Board of  Directors.  Mr.  Goldstein  has agreed to vote his
shares of the  Company's  Common  Stock (i) during  such  three year  period for
Michael  Pruitt as a member of the Company's  Board of Directors,  provided that
Mr.  Pruitt holds at least 750,000  shares of the Company's  Common Stock at the
time of the  nomination,  and (ii) for the remaining  nominees  nominated by the
Company's board for a one year term beginning with the effective time.


                                       24


         The merger transaction was approved by the Company's Board of Directors
on  November  29, 2004 and the final terms  approved  on January 28,  2005.  The
Company's  Common Stock,  Series B Preferred Stock, and Promissory Note, and the
shares of Common Stock  underlying  such  securities were issued pursuant to the
exemption from  registration  provided by Section 4(2) of the Securities Act, as
amended, and Regulation D promulgated under the Securities Act.

American Stock Exchange Approval Rule

         The Company's  Common Stock is listed for trading on the American Stock
Exchange and therefore,  is subject to the Rules of the American Stock Exchange.
Pursuant to the American Stock  Exchange  Constitution  and Rules,  Section 712,
"the corporation is required to obtain shareholder approval as a prerequisite to
approval  of  applications  to list  additional  shares  to be issued as sole or
partial  consideration  for an  acquisition  of the stock or  assets of  another
company . . . where the  present  or  potential  issuance  of common  stock,  or
securities  convertible  into  common  stock,  could  result in an  increase  in
outstanding  common  shares of 20% or more." As of January 31, 2005, a day prior
to closing of the merger transaction with Farequest Holdings,  Inc., the Company
had  24,016,206  shares of Common Stock issued and  outstanding.  Generally,  in
making a determination  regarding the shareholder  approval on the 20% rule, the
American  Stock  Exchange  will  compute  the number of shares to be obtained by
utilizing the lowest  possible  conversion  ratio and will rely on the number of
shares  outstanding at the time of the offering.  The issuance of any additional
shares of Common Stock in connection with the merger  transaction,  whether upon
conversion of the Series B Preferred  Stock,  the Promissory Note, or otherwise,
when  added  to the  shares  of  Common  Stock  already  issued  in  the  merger
transaction,  would result in an increase in the  Company's  outstanding  Common
Stock of 20% or more. Therefore,  shareholder approval is required regarding any
additional  issuances of Common Stock in connection with the merger transaction,
whether  as a result  of a  conversion  of the  Series B  Preferred  Stock,  the
Promissory Note, or otherwise.

         If shareholder approval is received,  the Series B Preferred Stock will
automatically  convert into 15,273,890  shares of Common Stock, and no dividends
will be paid or accrue on the Series B Preferred Stock, and all of the Company's
obligations  under the Promissory  Note will be paid in Common Stock,  including
the principal amount of $6,037,872 will be paid in full by issuance of 3,018,936
shares of Common  Stock  plus  payment of  interest  of 4% per year in shares of
Common Stock as needed. In the event that shareholder  approval is not obtained,
the Series B Preferred  Stock and  Promissory  Note will not be  converted,  the
Series B  Preferred  Stock  will  remain  outstanding  and will be senior to the
Common Stock and will bear dividends at 6% per annum,  and the  Promissory  Note
will be payable in cash on February 1, 2006, and no additional  shares of Common
Stock may be issued in connection with the merger transaction.

         Holders of Common Stock whose shares were issued in connection with the
merger transaction will not be counted in the vote on this Proposal.

Description of Series B Preferred Stock

         The  following  is a  summary  of the  material  terms of the  Series B
Preferred  Stock  and  is  qualified  in its  entirety  by  the  Certificate  of
Designation  of  Preferences,  Rights and  Limitations of Series B 6% Redeemable
Participating  Preferred Stock (the  "Certificate")  filed as an exhibit to Form
8-K filed by the Company with the SEC on February 7, 2005.


                                       25


         Amount, Stated Value, and Definitions

         The  number  of  shares  of Series B  Preferred  Stock  designated  was
3,000,000.  Each share of Series B Preferred  Stock has a stated  value equal to
$8.18 (the "Stated  Value").  Capitalized  terms not  otherwise  defined in this
Description  of Series B Preferred  Stock  section  shall have the meaning given
such terms in the Certificate.

         Dividends

         Holders are entitled to receive and the Company  shall pay,  cumulative
dividends at the rate per share (as a percentage  of the Stated Value per share)
of 6% per annum  from the date of  issuance,  payable  annually  beginning  with
January  31,  2006,  and at the  Conversion  Time  pursuant  to the terms of the
Certificate ("Dividend Payment Date"); provided,  however if the Preferred Stock
is converted  into Common  Stock before 270 days have lapsed from the  Effective
Time under the Merger  Agreement  then no dividend  will be due or payable.  The
form of  dividend  payments  to each  Holder  shall be made at the option of the
Company either in cash or additional  Shares of Series B Preferred  Stock with a
Stated Value equal to the amount of dividend being paid. Dividends on the Series
B Preferred  Stock shall be  calculated  on the basis of a 360-day  year,  shall
accrue daily  commencing on the date of issuance,  and shall be deemed to accrue
from such date  whether or not earned or  declared  and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends.  Except as otherwise  provided herein,  if at any time the Company
pays  dividends  partially in cash and  partially  in shares,  then such payment
shall be  distributed  ratably among the Holders based upon the number of shares
of Series B Preferred Stock held by each Holder. Any dividends,  whether paid in
cash or shares,  that are not paid  within  fifteen  Trading  Days  following  a
Dividend Payment Date shall continue to accrue and shall be in default.

         So long as any  Series B  Preferred  Stock  shall  remain  outstanding,
neither  the  Company  nor any  subsidiary  thereof  shall  redeem,  purchase or
otherwise  acquire  directly or indirectly  either (i) any Junior  Securities or
Parity  Securities,  or (ii) Senior Securities other than the Company's Series A
6% Convertible Preferred Stock in accordance with the terms thereof as in effect
on November 30, 2004 or other Senior  Securities that are issued,  if any, after
the Effective Time under the Merger Agreement with the consent of the Holders of
the Series B Preferred  Stock or with  Preferred  Director  Approval  ("Approved
Senior  Securities").  So long as any  Series B  Preferred  Stock  shall  remain
outstanding,  neither the Company nor any  subsidiary  thereof shall directly or
indirectly  pay or declare any dividend or make any  distribution  (other than a
dividend or  distribution  described in the Section titled  "Conversion"  below)
upon, nor shall any  distribution be made in respect of, any Junior  Securities,
nor shall any monies be set aside for or applied to the  purchase or  redemption
(through a sinking fund or  otherwise)  of any (i) Junior  Securities  or Parity
Securities or (ii) Senior Securities other than Approved Senior Securities.

         Voting Rights

         Except  as  otherwise  provided  in the  Certificate  and as  otherwise
required by law, the Series B Preferred Stock do not have voting rights.  Except
as expressly  required  under  Delaware  Law, on any matter on which  holders of
shares of Series B Preferred  Stock are  entitled to vote,  they are entitled to
one vote per share,  voting as a single  class,  and any  consent,  approval  or
action to be taken by the Series B Preferred  Stock shall require the consent or
approval  of a majority  of the  shares of the  outstanding  Series B  Preferred
Stock.

         So long as any shares of Series B Preferred Stock are outstanding,  the
Company shall not,  without the written consent or affirmative vote at a meeting
called for that  purpose of the  holders of a majority of the shares of Series B
Preferred Stock then  outstanding,  amend,  alter or repeal,  whether by merger,
consolidation,  combination,  reclassification or otherwise,  the Certificate of
Incorporation,  as may be amended or restated  to date,  or any  Certificate  of


                                       26


Designation or Bylaws of the Company or of any provision thereof  (including the
adoption of a new  provision  thereof)  which would result in an  alteration  or
circumvention  of the voting powers,  designation  and  preferences and relative
participating,   optional  and  other  special   rights,   and   qualifications,
limitations and restrictions of the Series B Preferred Stock.

         So long as any shares of Series  Preferred Stock are  outstanding,  the
Company shall not,  without the affirmative vote of the Holders of the shares of
the Series B Preferred Stock then outstanding, (i) alter or change adversely the
powers,  preferences or rights given to the Series B Preferred Stock or alter or
amend the Certificate,  (ii) authorize or create any (A) Senior Securities other
than Senior Securities for the acquisition of any business including the Merger,
on terms approved by a Preferred  Director Approval,  (B) Parity Securities,  or
(C) any Junior  Securities other than Common Stock,  (iii) amend its certificate
of incorporation  except to decrease the authorized  Common Stock (but not below
an amount  required to be maintained  under  Section 10(b) of the  Certificate),
(iv) increase the authorized number of shares of Series B Preferred Stock or the
number of shares of the Company's  Series A 6% Convertible  Preferred Stock, (v)
unless  authorized by a Preferred  Director  Approval,  create,  incur,  assume,
maintain or permit to exist, except as may be in existence at the Effective Time
under the  Merger  Agreement,  any  long-term  debt or any  short-term  debt for
borrowed  money other than under lines of credit  existing on November  30, 2004
(which  amounts  permitted  or drawn  thereunder  shall  not be  increased),  or
relating to purchase money  security  interests or obligations as a lessee under
leases  recorded as capital  leases,  each as incurred in the ordinary course of
business and in amounts less than $25,000;  (vi) assume,  guarantee,  endorse or
otherwise  become  liable or  responsible  (whether  directly,  contingently  or
otherwise)  for the  obligations  of any other Person other than a subsidiary of
the Company; or (vii) make any loans,  advances or capital  contributions to, or
investments in, any other Person other than a subsidiary of the Company;  (viii)
authorize,  recommend, propose or announce an intention to authorize,  recommend
or propose,  or enter into any  agreement  in  principle  or an  agreement  with
respect to, any (A) plan of liquidation or dissolution, (B) unless authorized by
a Preferred Director Approval,  acquisition of an amount of assets or securities
in excess of $500,000,  (C) unless authorized by a Preferred  Director Approval,
disposition  of assets or securities in amounts  greater than  $500,000,  or (D)
unless  authorized by a Preferred  Director  Approval,  merger or combination to
which the  Company or any  subsidiary  of the  Company is a party,  (ix)  unless
authorized  by a  Preferred  Director  Approval,  engage in any unusual or novel
method of transacting business or change any accounting procedure or practice or
its financial  structure;  or (x) enter into any  agreement  with respect to the
foregoing.  Notwithstanding the foregoing,  in no event shall the consent of the
Holders or a Preferred  Director  Approval be required  for the  issuance of any
Common Stock which is issuable upon exercise or conversion of warrants,  options
or convertible  securities  that are outstanding at the Effective Time under the
Merger Agreement or that are otherwise permitted to be issued in connection with
transactions authorized pursuant to the foregoing provision.

         The consent or votes required as described  above in this Voting Rights
Section are in addition to any approval of Stockholders of the Company which may
be required by law or pursuant to any provision of the Company's  certificate of
incorporation or bylaws.

         At the Effective  Time under the Merger  Agreement,  the Directors were
constituted and established  pursuant to the Merger Agreement and the holders of
shares of Series B Preferred Stock,  voting as a single class, shall be entitled
to elect  three  directors  to serve on the  Board of  Directors  at any  annual
meeting  of  stockholders  or special  meeting  held in place  thereof,  or at a
special  meeting  of the  holders  of the  Series B  Preferred  Stock  called as
hereinafter  provided.  If a vacancy  shall  exist in the  office of a  director
elected by the  holders of Series B  Preferred  Stock,  a proper  officer of the
Company may,  and upon the written  request of the holders of record of at least
twenty-five  percent  (25%) of the  shares  of  Series B  Preferred  Stock  then
outstanding to the Secretary of the Company shall, call a special meeting of the
holders of Series B Preferred  Stock,  for the purpose of electing  the director
which such holders are entitled to elect. If such meeting shall not be called by
proper officer of the Company within twenty (20) days after personal  service of


                                       27


said written  request upon the  Secretary of the Company,  or within twenty (20)
days  after  mailing  the same  within  the  United  States by  certified  mail,
addressed to the  Secretary of the Company at its principal  executive  offices,
then the holders of at least twenty-five percent (25%) of the outstanding shares
of Series B Preferred Stock may designate in writing one of their number to call
such  meeting at the expense of the  Company,  and such meeting may be called by
the person so  designated  upon the notice  required  for the annual  meeting of
stockholders  of the  Company  and shall be held at the place  for  holding  the
annual  meetings  of  stockholders.  Any holder of Series B  Preferred  Stock so
designated  shall have,  and the Company shall  provide,  access to the lists of
Stockholders to be called pursuant to the provisions thereof.

         Liquidation

         Upon any liquidation, dissolution or winding-up of the Company, whether
voluntary  or  involuntary  (a  "Liquidation"),  the  holders  of the  Series  B
Preferred  Stock are  entitled  to  receive  out of the  assets of the  Company,
whether such assets are capital or surplus, for each share of Series B Preferred
Stock an amount  equal to the greater of (i) the Stated Value per share plus any
accrued and unpaid dividends thereon and any other fees owing thereon before any
distribution  or payment shall be made to the holders of any Junior  Securities,
or (ii)  the  Participating  Value  per  Share  (the  greater  of the two  being
"Liquidation  Value"),  and if the assets of the Company are insufficient to pay
in full such amounts, then the entire assets to be distributed to the holders of
the Series B  Preferred  Stock  shall be  distributed  among the  holders of the
Series B Preferred Stock ratably in accordance with the respective  amounts that
would be payable on such  shares if all  amounts  payable  thereon  were paid in
full.

         Conversion

         Automatic  Conversion to Common Stock. If a Stockholder  Approval Event
shall occur and the Equity Conditions are satisfied,  or with the consent of the
holders of the Series B Preferred Stock waived, each outstanding share of Series
B Preferred Stock, and fractions  thereof,  shall  automatically and immediately
convert,  into the  Conversion  Ratio  number of shares of Common Stock and (ii)
unless the  conversion  has occurred  within 270 days of the issuance  date, any
right to obtain any then accrued but unpaid  dividends on each share of Series B
Preferred Stock shall be due and payable. After such conversion,  upon surrender
to  the  Company  for  cancellation  of a  certificate  previously  representing
outstanding  shares of Series B Preferred  Stock,  together with  instruments of
transfer in form  satisfactory  to the Company,  the holder of such  certificate
shall be entitled to receive in exchange  therefore a  certificate  representing
the number of shares of Common Stock equal to the Conversion Ratio multiplied by
the number of shares of Series B Preferred Stock  previously  represented by the
surrendered certificate plus payment of any accrued and unpaid dividend (payable
at the option of the Company  either in cash or Common  Stock valued at the VWAP
as of the Conversion Time). Until so surrendered,  each outstanding  certificate
that,  prior to the time of the conversion of the Series B Preferred  Stock into
Common  (the  "Conversion  Time"),  represented  outstanding  shares of Series B
Preferred  Stock  will be deemed  from and after the  Conversion  Time,  for all
corporate purposes, to evidence the ownership of the applicable number of shares
of Common Stock.

         Conversion Ratio. The conversion ratio shall equal ten (the "Conversion
Ratio"), subject to the following adjustment.  If the Company, at any time while
the Series B Preferred Stock is  outstanding:  (A) shall pay a stock dividend or
otherwise make a distribution or  distributions on shares of its Common Stock or
any other  equity or equity  equivalent  securities  payable in shares of Common
Stock, (B) subdivide  outstanding shares of Common Stock into a larger number of
shares, (C) combine (including by way of reverse stock split) outstanding shares
of  Common   Stock  into  a  smaller   number  of   shares,   or  (D)  issue  by
reclassification  of shares of the Common  Stock any shares of capital  stock of


                                       28


the Company,  then the  Conversion  Ratio shall be  multiplied  by a fraction of
which the denominator  shall be the number of shares of Common Stock Outstanding
before  such event and of which the  numerator  shall be the number of shares of
Common Stock  Outstanding after such event. Any adjustment made pursuant to this
Section  shall  become  effective  immediately  after  the  record  date for the
determination of Stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

         Redemption upon Triggering Events

         Upon the occurrence of a Triggering  Event, each holder of the Series B
Preferred Stock shall have the right to require the Company to redeem all of the
Series B Preferred  Stock then held by such holder for a  redemption  price,  in
cash,  equal to the Liquidation  Value.  The Liquidation  Value shall be due and
payable  within 5 Trading  Days of the date on which the notice for the  payment
therefore  is  provided  by a  holder  of the  Series  B  Preferred  Stock  (the
"Triggering  Redemption  Payment  Date").  If  the  Company  fails  to  pay  the
Liquidation Value in full the Company will pay interest thereon at a rate of 12%
per annum,  accruing daily from such date until the Liquidation  Value, plus all
such interest thereon, is paid in full.

         "Triggering  Event"  means any one or more of the  following  events to
which the  holders of the Series B  Preferred  Stock have not given  their prior
consent:

                  * the  Company or any  Significant  Subsidiary  (for  purposes
         hereof  Significant  Subsidiary  shall  mean  FS  SunTours,   Inc.  and
         Farequest  Holdings,  Inc.,  or their  respective  successors)  thereof
         commences   a  case  or  other   proceeding   under   any   bankruptcy,
         reorganization,  arrangement,  adjustment  of debt,  relief of debtors,
         dissolution,   insolvency  or   liquidation   or  similar  law  of  any
         jurisdiction  relating  to the  Company or any  Significant  Subsidiary
         thereof;

                  * there is  commenced  against the Company or any  Significant
         Subsidiary  thereof any such case or  proceeding  that is not dismissed
         within 60 days after commencement;

                  *  the  Company  or  any  Significant  Subsidiary  thereof  is
         adjudicated insolvent or bankrupt or any order of relief or other order
         approving any such case or proceeding is entered;

                  * the Company or any  Significant  Subsidiary  thereof suffers
         any  appointment of any custodian or the like for it or any substantial
         part of its property that is not discharged or stayed within 60 days;

                  * the Company or any  Significant  Subsidiary  thereof makes a
         general assignment for the benefit of creditors;

                  * the Company or any  Significant  Subsidiary  thereof calls a
         meeting  of its  creditors  with a view  to  arranging  a  composition,
         adjustment or restructuring of its debts;

                  * the Company or any Significant  Subsidiary  thereof,  by any
         act or failure to act, expressly  indicates its consent to, approval of
         or acquiescence in any of the foregoing or takes any corporate or other
         action for the purpose of effecting any of the foregoing;

                  * an  acquisition  after the date hereof by an  individual  or
         legal entity or "group" (as described in Rule  13d-5(b)(1)  promulgated
         under the Exchange Act) of effective  control (whether through legal or
         beneficial  ownership of capital  stock of the Company,  by contract or
         otherwise) of in excess of 25% of the voting securities of the Company;


                                       29


                  * a  replacement  at one time or  within a one year  period of
         more than one-half of the members of the  Company's  Board of Directors
         which  is not  approved  by a  majority  of those  individuals  who are
         members of the Board of  Directors  named by Farequest  Holdings,  Inc.
         immediately  following  the  Effective  Time of the Merger (or by those
         individuals who are serving as members of the Board of Directors on any
         date whose  nomination  to the Board of  Directors  was  approved  by a
         majority of the members of the Board of  Directors  named by  Farequest
         Holdings, Inc., immediately following the Effective Time of the Merger;

                  * the  execution  by the Company of an  agreement to which the
         Company  is a party or by which it is bound,  providing  for any of the
         events set forth above in the prior two paragraphs;

                  * the  Company  effects  any  merger or  consolidation  of the
         Company  or a  subsidiary  with or into  another  Person,  in which the
         Company is not the surviving  entity,  or the  Company's  then existing
         shareholders  will own less  than 51% of the  surviving  entity or less
         than 51% of its  stock  which  is  entitled  to  ordinarily  elect  its
         directors;

                  * the Company effects any sale of all or substantially  all of
         its assets in one or a series of related transactions;

                  * any tender offer or exchange  offer  (whether by the Company
         or another  Person) is  completed  pursuant to which  holders of Common
         Stock are  permitted  to  tender or  exchange  their  shares  for other
         securities,  cash or  property,  the  result of which to the  Company's
         shareholders  at such  time own less  than 51% of the  shares of Common
         Stock of the Company; or

                  * the Company effects any reclassification of the Common Stock
         or any compulsory share exchange  pursuant to which the Common Stock is
         effectively  converted into or exchanged for other securities,  cash or
         property.

         Subscription rights

         If the  Company,  at any time  while the  Series B  Preferred  Stock is
outstanding,  issues rights,  options or warrants to all holders of Common Stock
entitling  them to subscribe for or purchase  shares of Common Stock or, subject
to approval by the holders of the Series B Preferred Stock,  other securities of
the  Company,  then the Company  shall  issue to the  Holders  the same  rights,
options or  warrants  to which they  would have been  entitled  had the Series B
Preferred Stock been converted into the Conversion Shares immediately before the
date on which a record is taken for the grant,  issuance or sale of such rights,
options  or  warrants  or if no such  record is taken,  the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such rights, options or warrants.

         Fundamental Transactions

         If  a  Fundamental   Transaction   occurs,  then  upon  any  subsequent
conversion  of shares of Series B  Preferred  Stock,  the holder of the Series B
Preferred Stock shall have the right to receive,  for each Conversion Share that
would  have  been  issuable  upon  such  conversion   absent  such   Fundamental
Transaction,  the same kind and amount of  securities,  cash or  property  as it
would have been  entitled to receive  upon the  occurrence  of such  Fundamental
Transaction if it had been,  immediately prior to such Fundamental  Transaction,
the  holder  of the  Conversion  Shares  into  which  such  Preferred  Stock  is
convertible  (the  "Alternate  Consideration").  If holders of Common  Stock are
given any choice as to the  securities,  cash or  property  to be  received in a
Fundamental  Transaction,  then the holder of the Series B Preferred Stock shall


                                       30


be given the same choice as to the Alternate  Consideration it receives upon any
conversion  of shares of Series B Preferred  Stock  following  such  Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or  surviving  entity in such  Fundamental  Transaction
shall  issue to the holder  new Series B  Preferred  Stock  consistent  with the
foregoing  provisions and evidencing the holder's right to convert such Series B
Preferred  Stock  into  Alternate  Consideration.  The  terms  of any  agreement
pursuant to which a  Fundamental  Transaction  is effected  shall  include terms
requiring any such  successor or surviving  entity to comply with the provisions
of this  provision and insuring  that the Series B Preferred  Stock (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

         "Fundamental  Transaction" means the occurrence of any of the following
events:

                  * the  Company  effects  any  merger or  consolidation  of the
         Company  or a  subsidiary  with or into  another  Person,  in which the
         Company is not the surviving  entity,  or the  Company's  then existing
         shareholders  will own less  than 51% of the  surviving  entity or less
         than 51% of its  stock  which  is  entitled  to  ordinarily  elect  its
         directors;

                  * the Company effects any sale of all or substantially  all of
         its assets in one or a series of related transactions;

                  * any tender offer or exchange  offer  (whether by the Company
         or another  Person) is  completed  pursuant to which  holders of Common
         Stock are  permitted  to  tender or  exchange  their  shares  for other
         securities,  cash or  property,  the  result of which to the  Company's
         shareholders  at such  time own less  than 51% of the  shares of Common
         Stock of the Company; or

                  * the Company effects any reclassification of the Common Stock
         or any compulsory share exchange  pursuant to which the Common Stock is
         effectively  converted into or exchanged for other securities,  cash or
         property.

Description of Promissory Note

         The following is a summary of the material terms of the Promissory Note
and is  qualified  by its  entirety by the form of  Promissory  Note filed as an
exhibit to Form 8-K filed by the Company with the SEC on February 7, 2005.

         Amount, Maturity, Definitions

         The Promissory  Note is payable in an amount equal to the lesser of (i)
$6,037,872 or (ii) 19% of the value of the total maximum  consideration  payable
under Section 2.1(a) of the Merger  Agreement,  with the Company's  Common Stock
valued for this purpose at the closing price on January 31, 2005, and the Series
B Preferred  Stock  valued for this  purpose on an  as-converted  basis with the
Company's Common Stock. At the Company's option (i) all principal  payable under
the Promissory Note may be paid through the issuance of 3,018,936  shares of the
Company's  Common Stock, and (ii) any interest payable under the Promissory Note
may be paid in the Company's  Common Stock,  which,  for such purposes  shall be
valued at the greater of (a) $2.00 per share or (b) Market  Value (as defined in
the Merger  Agreement) at the Maturity Date of the  Promissory  Note (subject to
standard adjustment mechanisms).


                                       31


         The Promissory Note is due on February 1, 2006.

         Capitalized terms used and not otherwise defined in this Description of
Promissory  Note Section  shall have the  meanings  set forth in the  Promissory
Note.

         Interest

         Interest shall accrue on the unpaid principal balance of the Promissory
Note at the rate of four  percent  (4%) per year.  The  Company  may  prepay any
amount outstanding under the Promissory Note,  provided,  however,  that if such
payment is to be made in shares of the  Company's  Common  Stock a  registration
statement for the resale of such shares must be effective.

         Default

         The failure by the Company to remedy any of the following events within
ten (10)  business  days of the  Company's  receipt  of  written  notice  of the
occurrence  of the  event  shall  constitute  an "Event  of  Default"  under the
Promissory  Note:  (i) the Company's  failure to pay timely any amount due under
the  Promissory  Note;  or  (ii)  bankruptcy,   reorganization,   insolvency  or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Company and, if instituted against the Company,  the Company shall by any action
or answer approve of,  consent to or acquiesce in any such  proceedings or admit
the material  allegations  of, or default in  answering a petition  filed in any
such proceeding or such  proceedings  shall not be dismissed  within ninety (90)
calendar days thereafter.  If any such Event of Default occurs,  Payee may, then
or at any time  thereafter,  at its option,  accelerate  maturity  and cause the
entire unpaid principal balance of the Promissory Note, with interest,  fees and
charges accrued hereon, to become  immediately due and payable.  If Payee waives
Payee's  right  to  accelerate  maturity  as a result  of an  Event  of  Default
hereunder,  either one or more time or repeatedly,  nevertheless Payee shall not
be deemed to have waived the right to require strict  compliance  with the terms
of the Promissory Note thereafter.

Interests of Certain Officers and Directors of the Company in Proposal 3

         If this Proposal 3 is approved by the Company's  Stockholders,  certain
officers  and  directors of the Company  will  receive  shares of the  Company's
Common  Stock  upon  conversion  of shares of Series B  Preferred  Stock and the
Promissory Note. The following  calculations  assume that (i) no indemnification
claims are made by the Company with respect to the merger transaction,  (ii) all
Company  securities  reserved  in the  indemnification  escrow  account  will be
distributed to the Farequest  stockholders as additional  merger  consideration,
(iii) all Farequest  warrants/options  are  exercised,  (iv) interest  under the
Promissory Note is not paid in shares of the Company's  Common Stock, and (v) no
Series A Preferred  Stock holders  convert said shares to the  Company's  Common
Stock after the Effective Time of the merger.

         William  A.  Goldstein  is the  Company's  Chairman  of the Board and a
Farequest  stockholder  at the time of the merger.  Pursuant to the terms of the
Merger  Agreement,  the 819,030 share of Farequest  stock held by Mr.  Goldstein
entitled  him to receive  approximately  1,400,522  shares of RCG Common  Stock,
447,595  shares  of  Series B  Preferred  Stock,  and a 32.52%  interest  in the
Promissory  Note. If this Proposal 3 is approved Mr.  Goldstein will be entitled
to receive,  in addition,  up to an estimated  4,475,945 shares of the Company's
Common Stock upon conversion of his Series B Preferred Stock, and 995,862 shares
of the Company's  Common Stock,  including  estimated  interest,  if the Company
elects to pay the Promissory Note in shares of the Company's Common Stock.


                                       32


         Ronald Attkisson is a director of the Company. Pursuant to the terms of
the  Merger  Agreement,  the  84,000  Farequest  warrants  held  by  Jones  Bird
Attkisson,  Mr. Attkisson's firm, entitles Jones Bird Attkisson to receive (upon
exercise thereof) approximately 143,677 shares of Common Stock, 45,821 shares of
Series B Preferred  Stock,  and a 3.0% interest in the Promissory  Note. If this
Proposal 3 is approved,  Jones Bird  Attkisson  will be entitled to receive,  in
addition,  an  estimated  458,216  shares of the  Company's  Common  Stock  upon
conversion of the Series B Preferred  Stock,  and 92,681 shares of the Company's
Common Stock,  including  estimated  interest,  if the Company elects to pay the
Promissory Note in shares of the Company's Common Stock.

         Marc E. Bercoon is the Company's President and a Farequest  stockholder
at the time of the merger.  Pursuant to the terms of the Merger  Agreement,  the
50,000  shares of Farequest  stock held by Mr.  Bercoon  entitled him to receive
approximately 85,495 shares of Common Stock, 27,323 shares of Series B Preferred
Stock, and a 2% interest in the Promissory Note. If this Proposal 3 is approved,
Mr.  Bercoon  will be entitled to receive,  in addition,  an  estimated  273,234
shares of the Company's  Common Stock upon  conversion of the Series B Preferred
Stock,  and 60,793 shares of the Company's  Common  Stock,  including  estimated
interest,  if the  Company  elects to pay the  Promissory  Note in shares of the
Company's Common Stock.

Board Recommendation

         For the reasons  outlined  above,  the Board  recommends a vote FOR the
proposal to approve,  to the extent  required for  compliance  with the American
Stock Exchange rules, the issuance of additional  shares of the Company's common
stock in connection  with the Company's  February 2005  acquisition of Farequest
Holdings,  Inc., as needed for full (i) conversion of the Company's  Series B 6%
Redeemable  Participating Preferred Stock into Common Stock; (ii) payment of the
Company's  $6,037,872  Promissory Note with 3,018,936 shares of Common Stock for
the  principal  amount  plus  payment of  interest  of 4% per annum in shares of
Common Stock as needed,  and (iii)  issuance of shares of Common Stock as needed
in full satisfaction of the Contingent Shares payable to the Farequest Holdings,
Inc. former shareholders.


                                       33


                                   PROPOSAL 4

         TO APPROVE,  TO THE EXTENT  REQUIRED FOR  COMPLIANCE  WITH THE AMERICAN
STOCK  EXCHANGE  RULES,  ISSUANCE OF ADDITIONAL  SHARES OF THE COMPANY'S  COMMON
STOCK AS NEEDED FOR FULL  CONVERSION  OF THE COMPANY'S  SERIES A 6%  CONVERTIBLE
PREFERRED STOCK AND EXERCISE OF WARRANTS AND ADDITIONAL  INVESTMENT  RIGHTS SOLD
IN A PRIVATE PLACEMENT  OFFERING  COMPLETED BY THE COMPANY IN SEPTEMBER 2004 AND
WARRANTS  SOLD IN A PRIVATE  PLACEMENT  OFFERING  COMPLETED  BY THE  COMPANY  IN
FEBRUARY 2005 AND ADJUSTED IN APRIL 2005.

Description of Transactions

         October 2003 Private Placement

         The Company entered into a Securities Purchase Agreement on October 31,
2003 (the "10/03 Securities  Purchase  Agreement") with institutional  investors
(the "10/03 Investors").  Pursuant to the terms of the 10/03 Securities Purchase
Agreement,  the Company  initially issued the following  securities to the 10/03
Investors in consideration for the 10/03 Investors making payment to the Company
in the aggregate  amount of  $4,000,000:  (i) 2,500,000  shares of the Company's
Common Stock,  and (ii) Warrants to purchase  approximately  2,500,000 shares of
the Company's  Common Stock at an exercise price of $2.44 per share for a period
of 3 years (the "10/03 Warrants").

         The 10/03 Securities  Purchase  Agreement  provided the 10/03 Investors
with certain rights to participate in future financings,  and contained negative
covenants  limiting the  Company's  rights to engage in certain  types of future
financings.

         The  Company  agreed  to file a  registration  statement  with  the SEC
registering  for resale all shares of the  Company's  Common Stock issued in the
private placement as well as shares of the Company's Common Stock underlying the
10/03 Warrants.

         The  transaction  was approved by the  Company's  Board of Directors on
October 29, 2003, and closed on October 31, 2003. The Company's Common Stock and
the 10/03  Warrants were issued,  and the shares of Common Stock  underlying the
10/03  Warrants  will be issued,  pursuant to the  exemption  from  registration
provided by Regulation D as promulgated under the Securities Act.

         September 2004 Private Placement

         The Company entered into a Securities  Purchase Agreement  effective as
of  September  13,  2004  (the  "9/04  Securities   Purchase   Agreement")  with
institutional  and accredited  investors  (collectively  the "9/04  Investors").
Pursuant to the terms of the 9/04  Securities  Purchase  Agreement,  the Company
initially issued the following securities to the 9/04 Investors in consideration
for the 9/04 Investors  making payment to the Company in the aggregate amount of
$4,300,000:

         *        4,300 shares of Series A 6% Convertible Preferred Stock;

         *        Warrants to purchase approximately  1,143,617 shares of common
                  stock of the Company at an exercise  price of $1.20 per share,
                  exercisable  commencing  6 months after the closing date until
                  the date that is 3 years after such date,  with  anti-dilution
                  provisions  subject  to a $1 floor,  and that are,  subject to
                  certain  conditions,   callable  by  the  Company  (the  "9/04
                  Warrants"); and

         *        Additional Investment Rights ("Additional  Investment Rights")
                  to purchase approximately  3,430,851 shares of common stock of
                  the  Company  at  an  exercise   price  of  $1.03  per  share,
                  exercisable  commencing  6 months after the closing date until
                  the  earlier  of (a) the  later of the  date  that is 6 months
                  after  the  effective  date  of  the  registration   statement
                  covering  the  shares  and the date  that is 1 year  after the
                  closing  date,  and (b)  September  13,  2006,  with  standard
                  anti-dilution,  and that are,  subject to certain  conditions,
                  callable by the Company.

         The 9/04 Securities Purchase Agreement provided the 9/04 Investors with
certain rights to participate in future financings of the Company,  and negative
covenants  limiting  the rights of the  Company  to engage in  certain  types of
future financings.

         The Company has agreed to file a  registration  statement with the U.S.
Securities and Exchange  Commission  (the "SEC")  registering for resale 130% of
all shares of common  stock of the  Company  underlying  the Series A  Preferred
Stock,  the 9/04 Warrants,  and the  Additional  Investment  Rights,  and shares
issuable as dividends for 3 years.

         The  transaction  was approved by the  Company's  Board of Directors on
August  25,  2004,  and closed on  September  14,  2004.  The shares of Series A
Preferred Stock, the 9/04 Warrants,  and the Additional  Investment  Rights, the
shares of common  stock  underlying  such  securities,  and shares  issuable  as
dividends were issued  pursuant to the exemption from  registration  provided by
Section 4(2) of the Securities Act of 1933, as amended.


                                       34


         February 2005 Private Placement

         The Company entered into a Securities Purchase  Agreement,  as amended,
on  February  8,  2005  (the  "2/05   Securities   Purchase   Agreement")   with
institutional and accredited  investors (the "2/05 Investors").  Pursuant to the
terms of the 2/05 Securities  Purchase  Agreement,  the Company initially issued
the following  securities to the 2/05  Investors in  consideration  for the 2/05
Investors  making payment to the Company in the aggregate  amount of $6,294,391:
(i) Senior Secured  Convertible  Debentures in the original amount of $7,968,700
(the "Senior Convertible  Debentures"),  (ii) Warrants to purchase approximately
5,088,570 shares of the Company's Common Stock at an exercise price of $1.55 per
share,  and (iii)  Warrants to purchase  approximately  5,088,570  shares of the
Company's Common Stock at an exercise price of $1.87 per share (collectively the
"2/05 Warrants").

         The 2/05 Securities Purchase Agreement provided the 2/05 Investors with
certain  rights to  participate  in future  financings,  and contained  negative
covenants  limiting the  Company's  rights to engage in certain  types of future
financings.

         The Company has agreed to file a  registration  statement  with the SEC
registering  for  resale  130%  of all  shares  of the  Company's  Common  Stock
underlying the Senior Convertible Debentures and 2/05 Warrants.

         The  transaction  was approved by the  Company's  Board of Directors on
February  7,  2005,  and closed on  February  8,  2005.  The Senior  Convertible
Debentures  and the 2/05  Warrants  were issued,  and the shares of Common Stock
underlying  the 2/05  Warrants will be issued,  pursuant to the  exemption  from
registration provided by Section 4(2) of the Securities Act.

         The  proceeds  of this  financing  were used in part for the  Company's
escrow deposit in connection with its agreement to acquire OneTravel,  Inc., and
for working capital purposes.

         April 2005 Adjustment to Terms of Private Placements

         On or about April 15, 2005, in connection with the closing of a private
placement  to finance the closing of the  Company's  acquisition  of  OneTravel,
Inc.,  with  the  consent  and  approval  of the  9/04  Investors  and the  2/05
Investors, the Company took the following actions:

         *        Paid in full and  retired  all of the issued  and  outstanding
                  Senior Convertible Debentures for $8,765,570;

         *        Subject to receipt of stockholder approval as needed under the
                  American Stock Exchange rules, reduced the conversion price of
                  the Series A Preferred Stock to $0.55 per share,  and provided
                  that said  conversion  price  will no longer be subject to any
                  anti-dilution  adjustments  with the single  exception that it
                  will be reset to the same  conversion  price of the  Company's
                  Series C Preferred  Stock if the Company's  Series C Preferred
                  Stock is reset  following  the proposed 1 for 10 reverse split
                  of the Company's Common Stock;

         *        Subject to receipt of stockholder approval as needed under the
                  American Stock Exchange  rules,  reduced the exercise price of
                  the 9/04  Warrants to $1.00 per share and  provided  that said
                  exercise price will no longer be subject to any  anti-dilution
                  adjustments; and

         *        Subject to receipt of stockholder approval as needed under the
                  American Stock Exchange  rules,  reduced the exercise price of
                  the 2/05  Warrants to $0.55 per share and  provided  that said
                  exercise price will no longer be subject to any  anti-dilution
                  adjustments.


                                       35


         These actions were taken under a waiver letter agreement (the "Waiver")
which amended certain provisions of the agreements  governing the September 2004
Private Placement and the February 2005 Private Placement.  The Waiver was filed
as an Exhibit to Form 8-K filed with the SEC by the  Company on April 15,  2005.
Under the Waiver, in addition to the matters described above, the 9/04 Investors
and the  2/05  Investors  agreed  (a) to  modify  their  respective  unsatisfied
registration  rights;  (b) to waive any  obligation  of the Company to conduct a
meeting of its shareholders prior to June 30, 2005; (c) to acknowledge,  consent
to and approve the Reverse Stock Split; (d) to waive any violations of the terms
of,  or  conflicts  with,  or  liquidated  damages  in  connection  with,  their
respective agreements with the Company which may exist or which may arise solely
as a result  of the  entering  into or  consummation  of any of the  April  2005
Private  Placement,  the Reverse  Stock Split and the  redemption  of the Senior
Convertible Debentures and the respective transactions undertaken by the Company
in connection therewith;  (e) that no default or violation by the Company of any
of their  respective  agreements with the Company has occurred that has not been
waived or cured;  and (f) that they waived any  liquidated  or other damages and
penalties  that  otherwise  might  have  accrued to their  benefit  prior to the
redemption of the Senior Convertible Debentures. The agreements under the Waiver
were required to consummate the April 2005 Private Placement.  Under the Waiver,
the Company agreed to submit the matters requiring  shareholder approval for the
September  2004 Private  Placement and the February 2005 Private  Placement as a
single item  together  with the  approvals of the matters  relating to the April
2005  Private  Placement,  including  the 1 for 10  Reverse  Stock  Split.  As a
consequence,  approval  of the  matters  in this  Proposal  4 is  contingent  on
approval of Proposals 5 and 6.

American Stock Exchange Approval Rule

         The Company's  common stock is listed for trading on the American Stock
Exchange and therefore,  is subject to the Rules of the American Stock Exchange.
Pursuant to the American Stock  Exchange  Constitution  and Rules,  Section 713,
"the corporation is required to obtain  shareholder  approval for an offering in
the  event  that  20% or more of the  presently  outstanding  common  stock,  or
securities convertible into common stock are issued at a price lower than market
value." As of  September  13,  2004,  a day prior to closing of the 9/04 Private
Placement,  the  Company  had  21,170,290  shares of  Common  Stock  issued  and
outstanding.  Generally,  in making a  determination  regarding the  shareholder
approval on the 20% rule, the American Stock Exchange will compute the number of
shares to be obtained by utilizing the lowest possible conversion ratio and will
rely on the number of shares  outstanding at the time of the offering.  Pursuant
to the April 2005 Adjustment, (i) the conversion price of the Series A Preferred
Stock has been reduced to below market  price of the  Company's  Common Stock on
the  applicable  determination  date,  and (ii) the exercise  price of the 10/03
Warrants, the 9/04 Warrants and the 2/05 Warrants have been reduced to below the
market price of the Company's Common Stock on the applicable determination date.
Therefore,  shareholder  approval  is  required  regarding  the  issuance,  upon
conversion of Series A Preferred Stock, the exercise of the 10/03 Warrants,  the
exercise of the 9/04 Warrants,  and the exercise of the 2/05 Warrants, of Common
Stock equaling 20% or more of the Company's shares outstanding at the applicable
determination date.

         In the event that  Stockholder  approval  is not  obtained,  we may not
issue upon  conversion of the Series A Preferred Stock and exercise of the 10/03
Warrants,  the 9/04 Warrants and 2/05 Warrants,  in the aggregate,  in excess of
4,212,887  shares of Common Stock (19.9% of the number of shares of Common Stock
outstanding  on  September  13,  2004).  In addition,  because  approval of this
proposal is,  together with Proposals 5 and 6,  contingent upon all three of the
proposals  being approved,  if this proposal is not approved,  Proposals 5 and 6
will not be approved  and  consequently  the Series C  Preferred  Stock will not
convert into Common Stock and will remain  redeemable by the Company in February
2006 for approximately $31 million.


                                       36


         Holders of Common  Stock whose  shares were issued upon  conversion  of
Series A Preferred Stock, upon exercise of the 10/03 Warrants,  upon exercise of
the 9/04  Warrants,  upon  exercise of  Additional  Investment  Rights,  or upon
exercise of the 2/05 Warrants will not be counted in the vote on this Proposal.

Description of Series A Preferred Stock

         The  following  is a  summary  of the  material  terms of the  Series A
Preferred  Stock as  initially  issued and is  qualified  by its entirety by the
Certificate of Designation of Preferences, Rights and Limitations of Series A 6%
Convertible  Preferred Stock (the "Certificate") filed as an exhibit to Form 8-K
filed  by the  Company  with  the  SEC on  September  16,  2004.  The  following
description   does  not  take  into  account  the  April  2005  Adjustment  (see
"Adjustment to Conversion Price" below on page 43).

         Amount, Stated Value, and Definitions

         The number of shares of Series A Preferred Stock  designated was 6,000.
Each share of Series A Preferred  Stock has a stated  value equal to $1,000 (the
"Stated Value").  Capitalized terms not otherwise defined in this Description of
Series A Preferred  Stock section shall have the meaning given such terms in the
Certificate.

         Dividends

         Holders  shall be  entitled  to  receive  and the  Company  shall  pay,
cumulative  dividends at the rate per share (as a percentage of the Stated Value
per share) of 6% per annum from the date of issuance, payable quarterly on March
1, June 1,  September 1 and December 1,  beginning  with December 1, 2004 and on
any Conversion Date pursuant to the terms of the Certificate  ("Dividend Payment
Date").  The  form of  dividend  payments  to each  Holder  shall be made in the
following order: (i) if funds are legally available for the payment of dividends
and the Equity Conditions (which Equity  Conditions  include the following:  (a)
all  conversions  have been  honored or cured;  (b) the  registration  statement
covering  the  shares  is  effective;  (c) the  Common  Stock is  listed  on the
Company's  trading  market;  (d) all liquidated  damages and other amounts owing
including  dividends in respect of the  preferred  stock shall have been paid or
will be paid; (e) there is a sufficient number of authorized and unissued shares
to  cover  all  conversions;  (f)  no  Triggering  Event  has  occurred  and  is
continuing;  (g) the issuable  conversion  shares won't  violate the  applicable
ownership  limitations;  and (h) no public announcement of a pending Fundamental
Transaction  or Change of Control  Transaction  has  occurred  that  hasn't been
consummated)  have  not been  met,  in cash  only,  (ii) if  funds  are  legally
available for the payment of dividends and the Equity  Conditions have been met,
at the sole  election of the  Company,  in cash or shares of Common  Stock which
shall be valued  solely for such  purpose  at 90% of the  average of the 5 VWAPs
immediately  prior to the Dividend  Payment Date; (iii) if funds are not legally
available for the payment of dividends and the Equity  Conditions have been met,
in shares of Common  Stock  which shall be valued at 90% of the average of the 5
VWAPs  immediately  prior to the Dividend  Payment  Date;  (iv) if funds are not
legally  available  for the  payment  of  dividends  and the  Equity  Conditions
relating  to  registration  have been waived by such  Holder,  as to such Holder
only, in unregistered shares of Common Stock which shall be valued at 90% of the
average of the 5 VWAPs  immediately  prior to the Dividend Payment Date; and (v)
if funds are not legally  available  for the payment of dividends and the Equity
Conditions  have not been  met,  then,  at the  election  of such  Holder,  such
dividends shall accrue to the next Dividend Payment Date or shall be accreted to
the outstanding  Stated Value. As of the Closing Date, the Company shall pay the
dividends in shares of Common Stock.  Dividends on the Series A Preferred  Stock
shall  be  calculated  on the  basis  of a  360-day  year,  shall  accrue  daily
commencing on the Original  Issue Date,  and shall be deemed to accrue from such
date  whether or not earned or declared  and  whether or not there are  profits,
surplus or other  funds of the  Company  legally  available  for the  payment of
dividends.


                                       37


         So long as any  Series A  Preferred  Stock  shall  remain  outstanding,
neither  the  Company  nor any  subsidiary  thereof  shall  redeem,  purchase or
otherwise acquire directly or indirectly any Junior  Securities.  So long as any
Series A Preferred Stock shall remain  outstanding,  neither the Company nor any
subsidiary  thereof shall  directly or indirectly pay or declare any dividend or
make any  distribution  (other than a dividend or distribution  described in the
Section  titled  "Conversion"  below or  dividends  due and paid in the ordinary
course on Series A Preferred Stock of the Company at such times when the Company
is in compliance  with its payment and other  obligations)  upon,  nor shall any
distribution  be  made in  respect  of,  any  Junior  Securities  so long as any
dividends currently due on the Series A Preferred Stock remain unpaid, nor shall
any monies be set aside for or applied to the purchase or redemption  (through a
sinking fund or  otherwise)  of any Junior  Securities or shares pari passu with
the Series A Preferred Stock.

         Voting Rights

         Except  as  otherwise  provided  in the  Certificate  and as  otherwise
required  by law,  the Series A  Preferred  Stock  shall have no voting  rights.
However, so long as any shares of Series A Preferred Stock are outstanding,  the
Company shall not,  without the affirmative vote of the holders of the shares of
the Series A Preferred Stock then outstanding, (a) alter or change adversely the
powers,  preferences or rights given to the Series A Preferred Stock or alter or
amend the Certificate,  (b) authorize or create any class of stock ranking as to
dividends, redemption or distribution of assets upon a Liquidation senior to the
Series A Preferred  Stock,  (c) amend its certificate of  incorporation or other
charter  documents  so as to affect  adversely  any rights of the holders of the
Series A Preferred Stock, (d) increase the authorized number of shares of Series
A  Preferred  Stock,  or (e)  enter  into  any  agreement  with  respect  to the
foregoing.

         Liquidation

         Upon any liquidation, dissolution or winding-up of the Company, whether
voluntary  or  involuntary  (a  "Liquidation"),  the  holders  of the  Series  A
Preferred  Stock shall be entitled to receive out of the assets of the  Company,
whether such assets are capital or surplus, for each share of Series A Preferred
Stock an amount  equal to the Stated Value per share plus any accrued and unpaid
dividends thereon and any other fees or liquidated  damages owing thereon before
any  distribution  or  payment  shall  be  made  to the  holders  of any  Junior
Securities,  and if the assets of the Company  shall be  insufficient  to pay in
full such amounts,  then the entire assets to be  distributed  to the holders of
the Series A Preferred  Stock shall be distributed  among the holders ratably in
accordance  with the respective  amounts that would be payable on such shares if
all amounts payable thereon were paid in full.

         Conversion

         Conversions at Option of Holder. Each share of Series A Preferred Stock
shall be convertible  into that number of shares of Common Stock (subject to the
limitations  set forth  below)  determined  by dividing the Stated Value of such
share of Series A Preferred Stock by the Set Price.

         Beneficial  Ownership  Limitation.  The  Company  shall not  effect any
conversion  of the  Series A  Preferred  Stock,  and the  holder of the Series A
Preferred  Stock shall not have the right to convert any portion of the Series A
Preferred Stock to the extent that after giving effect to such  conversion,  the
Holder (together with the Holder's  affiliates),  as set forth on the applicable
Conversion  Notice,  would  beneficially  own in excess of 4.9% of the number of
shares of the Common Stock  outstanding  immediately after giving effect to such
conversion.

         Limitation  on  Number  of Shares  Issuable.  Notwithstanding  anything
herein to the contrary,  the Company shall not issue to any holder of the Series
A Preferred Stock any shares of Common Stock,  including  pursuant to any rights
under the Certificate,  including,  without limitation, any conversion rights or
right to issue  shares of Common  Stock in payment of  dividends,  to the extent
such  shares,  when  added to the  number of shares of Common  Stock  previously
issued upon  conversion  of any shares of Series A Preferred  Stock would exceed


                                       38


3,875,188,  or such greater or lesser number of shares of Common Stock permitted
pursuant to the corporate  governance  rules of the Principal  Market that is at
the time the  principal  trading  exchange  or market for the Common  Stock (the
"Maximum Aggregate Share Amount"),  unless the Company first obtains shareholder
approval permitting such issuances in accordance with the Principal Market rules
("Shareholder Approval").

         Forced  Conversion.  If after the date that the registration  statement
which registers for resale all of the Conversion Shares (the "Conversion  Shares
Registration  Statement") is declared  effective (the "Effective Date") the VWAP
for each of any 10  consecutive  Trading  Days  ("Threshold  Period"),  which 10
consecutive  Trading Day period shall have  commenced  only after the  Effective
Date,  exceeds 200% of the then effective Set Price (defined below), the Company
may, within 2 Trading Days after any such Threshold Period,  deliver a notice to
all Holders (a "Forced  Conversion  Notice" and the date such notice is received
by the Holders,  the "Forced  Conversion  Notice  Date") to cause the Holders to
immediately  convert  all or part of the then  outstanding  shares  of  Series A
Preferred  Stock  pursuant to Section 5 and the Holders shall  surrender (if all
Series A  Preferred  Stock is  converted)  their  respective  shares of Series A
Preferred  Stock to the  Company  for  conversion  within 5 Trading  Days of the
Forced  Conversion  Notice Date. The Company may only effect a Forced Conversion
Notice if all of the Equity Conditions have been met during the Threshold Period
through the Forced Conversion Notice Date.

         The  conversion  price shall equal $0.94 (the "Set Price"),  subject to
the following adjustments.

                  * if the  Company,  at any time while the  Series A  Preferred
         Stock is outstanding:  (A) shall pay a stock dividend or otherwise make
         a distribution  or  distributions  on shares of its Common Stock or any
         other  equity  or equity  equivalent  securities  payable  in shares of
         Common Stock, (B) subdivide  outstanding  shares of Common Stock into a
         larger number of shares, (C) combine (including by way of reverse stock
         split)  outstanding  shares of Common  Stock  into a smaller  number of
         shares, or (D) issue by  reclassification of shares of the Common Stock
         any shares of capital stock of the Company, then the Set Price shall be
         multiplied by a fraction of which the numerator  shall be the number of
         shares of Common Stock  Outstanding  before such event and of which the
         denominator  shall be the number of shares of Common Stock  Outstanding
         after such event.  Any  adjustment  made pursuant to this Section shall
         become   effective   immediately   after  the   record   date  for  the
         determination  of  Stockholders  entitled to receive  such  dividend or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision, combination or reclassification.

                  * if the  Company,  at any time while the  Series A  Preferred
         Stock is  outstanding,  shall issue rights,  options or warrants to all
         holders  of  Common  Stock  (and  not to  Holders)  entitling  them  to
         subscribe  for or purchase  shares of Common Stock at a price per share
         less than the VWAP at the record  date  mentioned  below,  then the Set
         Price shall be multiplied by a fraction, of which the denominator shall
         be the number of shares of the Common Stock  Outstanding on the date of
         issuance  of such  rights or  warrants  plus the  number of  additional
         shares of Common Stock  offered for  subscription  or purchase,  and of
         which the  numerator  shall be the number of shares of the Common Stock
         Outstanding on the date of issuance of such rights or warrants plus the
         number of shares which the aggregate offering price of the total number
         of shares so offered  (assuming  receipt by the  Company in full of all
         consideration  payable  upon  exercise  of  such  rights,   options  or
         warrants) would purchase at such VWAP.  Such  adjustment  shall be made
         whenever such rights or warrants are issued, and shall become effective
         immediately after the record date for the determination of Stockholders
         entitled to receive such rights, options or warrants.


                                       39


                  * if the Company or any  subsidiary  thereof at any time while
         any of the Series A Preferred Stock is outstanding,  shall sell,  grant
         any option or warrant to purchase or sell or grant any right to reprice
         its  securities,  or otherwise  dispose of or issue any Common Stock or
         any equity or equity equivalent  securities (including any equity, debt
         or  other  instrument  that  is at  any  time  over  the  life  thereof
         convertible  into or  exchangeable  for  Common  Stock)  (collectively,
         "Common Stock  Equivalents")  entitling any Person to acquire shares of
         Common Stock,  at an effective  price per share less than the Set Price
         (a "Dilutive Issuance"), as adjusted (if the holder of the Common Stock
         or Common  Stock  Equivalent  so issued  shall at any time,  whether by
         operation of purchase price  adjustments,  reset  provisions,  floating
         conversion,  exercise  or  exchange  prices  or  otherwise,  or  due to
         warrants,  options or rights per share  which are issued in  connection
         with such issuance,  be entitled to receive shares of Common Stock at a
         price per share which is less than the Set Price,  such issuance  shall
         be deemed to have  occurred for less than the Set Price),  then the Set
         Price shall be reduced to equal the effective  conversion,  exchange or
         purchase  price  for such  Common  Stock or  Common  Stock  Equivalents
         (including  any reset  provisions  thereof) at issue.  Such  adjustment
         shall be made  whenever  such Common Stock or Common Stock  Equivalents
         are issued.  The Company  shall notify the Holder in writing,  no later
         than the second  Trading Day following the issuance of any Common Stock
         or Common Stock Equivalent subject to this section,  indicating therein
         the applicable  issuance price, or of applicable reset price,  exchange
         price,  conversion  price and other pricing terms. For purposes of this
         subsection,  a Dilutive  Issuance shall be deemed to have occurred when
         binding  agreements  have been closed by the Company and any  purchaser
         therein.

                  * if the  Company,  at any time while the  Series A  Preferred
         Stock is outstanding,  shall  distribute to all holders of Common Stock
         (and not to Holders)  evidences of its indebtedness or assets or rights
         or warrants to subscribe  for or purchase  any security  other than the
         Common  Stock  (which  shall be  subject to  Section  5(c)(iii)  of the
         Certificate), then in each such case the Set Price shall be adjusted by
         multiplying  the Set Price in effect  immediately  prior to the  record
         date fixed for  determination of Stockholders  entitled to receive such
         distribution by a fraction of which the  denominator  shall be the VWAP
         determined  as of the record  date  mentioned  above,  and of which the
         numerator  shall be such  VWAP on such  record  date  less the then per
         share fair  market  value at such  record  date of the  portion of such
         assets or evidence of  indebtedness  so  distributed  applicable to one
         outstanding  share of the Common  Stock as  determined  by the Board of
         Directors  in good  faith.  In  either  case the  adjustments  shall be
         described  in a  statement  provided  to the  Holders of the portion of
         assets or evidences of indebtedness so distributed or such subscription
         rights  applicable to one share of Common Stock.  Such adjustment shall
         be made  whenever  any  such  distribution  is made  and  shall  become
         effective immediately after the record date mentioned above.

         No adjustment shall be made in connection with an Exempt Issuance.

         Redemption upon Triggering Events

         Upon the occurrence of a Triggering  Event,  each Holder shall have the
right to require the Company to redeem all of the Series A Preferred  Stock then
held by such Holder for a redemption  price,  in cash,  equal to the  Triggering
Redemption  Amount.  The Triggering  Redemption  Amount shall be due and payable
within 5 Trading  Days of the date on which the notice for the payment  therefor
is provided by a Holder  (the  "Triggering  Redemption  Payment  Date").  If the
Company fails to pay the Triggering  Redemption  Amount in full the Company will
pay interest  thereon at a rate of 18% per annum,  accruing daily from such date
until the Triggering  Redemption Amount, plus all such interest thereon, is paid
in full.


                                       40


         "Triggering Event" means any one or more of the following events:

                  * the failure of a Conversion Shares Registration Statement to
         be declared  effective by the  Commission  on or prior to the 180th day
         after the Original Issue Date;

                  * if, during the  Effectiveness  Period,  the effectiveness of
         the Conversion Shares Registration  Statement lapses for any reason for
         more  than  an  aggregate  of 60  calendar  days  (which  need  not  be
         consecutive  days) during any 12 month period,  or the Holder shall not
         be  permitted to resell  Registrable  Securities  under the  Conversion
         Shares  Registration  Statement other than as a result of any action or
         inaction of a Holder for more than an  aggregate  of 60  calendar  days
         (which need not be  consecutive  days)  during any 12 month period (the
         Effectiveness  Period is that period  commencing with the Effectiveness
         Date and  continuing  until all  securities  covered by the  Conversion
         Shares  Registration  Statement  have been sold or may be sold  without
         volume restrictions pursuant to Rule 144(k));

                  * the Company shall fail to deliver certificates  representing
         Conversion  Shares issuable upon a conversion prior to the 10th Trading
         Day after such  shares are  required  to be  delivered,  or the Company
         shall provide written notice to any Holder,  including by way of public
         announcement, at any time, of its intention not to comply with requests
         for conversion of any shares of Series A Preferred  Stock in accordance
         with the terms hereof;

                  * if either of the following  events shall not have been cured
         to the  satisfaction  of the Holders prior to the expiration of 15 days
         from the Event Date (as defined in the Registration  Rights  Agreement)
         relating  thereto  (other than an Event  resulting  from a failure of a
         Conversion Shares  Registration  Statement to be declared  effective by
         the  Commission  on or prior to the 180th day after the Original  Issue
         Date,  which is covered  above):  (i) a  Registration  Statement is not
         filed on or prior to its Filing  Date (as  defined in the  Registration
         Rights  Agreement),  or  (ii)  the  Company  fails  to  file  with  the
         Commission  a request  for  acceleration  in  accordance  with Rule 461
         promulgated  under the Securities  Act, within five Trading Days of the
         date that the Company is notified  (orally or in writing,  whichever is
         earlier) by the Commission  that a  Registration  Statement will not be
         "reviewed," or not subject to further review;

                  * the  Company  shall  fail for any  reason to pay in full the
         amount of cash due  pursuant  to a Buy-In  within 5 Trading  Days after
         notice  therefor is  delivered or shall fail to pay all amounts owed on
         account  of an Event  within  five  days of the date due (for  purposes
         hereof an Event  includes  the  following  events:  (i) a  registration
         statement is not timely  filed,  (ii) the Company  fails to timely file
         with the  Commission a request for  acceleration  after being  notified
         that a Registration Statement will not be "reviewed," or is not subject
         to further review,  (iii) prior to its Effectiveness  Date, the Company
         fails to timely file a pre-effective amendment and otherwise respond in
         writing  to  comments  made  by the  Commission,  (iv)  a  registration
         statement  filed or required to be filed is not  declared  effective by
         the   Commission   by  its   Effectiveness   Date,  or  (v)  after  the
         Effectiveness  Date, a registration  statement ceases for any reason to
         remain  continuously  effective as to all  registrable  securities  for
         which it is required to be effective,  or the Holders are not permitted
         to utilize the prospectus therein to resell such registrable securities
         for 10 consecutive  days or an aggregate of 15 days during any 12-month
         period);

                  * the Company shall fail to have available a sufficient number
         of authorized  and  unreserved  shares of Common Stock to issue to such
         Holder upon a conversion  unless the Company has complied  with Section
         4.10(b) of the Purchase  Agreement  (which section provides the Company
         an opportunity to amend the Company's  certificate of  incorporation to
         increase the number of shares the Company is authorized to issue);


                                       41


                  * the  Company  shall fail to  observe  or  perform  any other
         material  covenant,  agreement or warranty  contained  in, or otherwise
         commit  any  breach of the  Transaction  Documents,  and such  material
         failure or breach shall not, if subject to the possibility of a cure by
         the Company,  have been remedied within 30 calendar days after the date
         on which  written  notice of such  failure  or breach  shall  have been
         given;

                  * the  Company  shall  be a party  to any  Change  of  Control
         Transaction or the Company shall redeem more than a deminimis number of
         Junior Securities;

                  * there shall have occurred a Bankruptcy Event;

                  * any  breach  of the  officer's/director's  voting  agreement
         delivered to the initial Holders at the Closing; or

                  * the  Common  Stock  shall  fail to be listed  or quoted  for
         trading on a Trading Market for more than 5 consecutive Trading Days.

         Fundamental Transactions

         If  a  Fundamental   Transaction   occurs,  then  upon  any  subsequent
conversion  of shares of Series A  Preferred  Stock,  the holder of the Series A
Preferred Stock shall have the right to receive,  for each Conversion Share that
would  have  been  issuable  upon  such  conversion   absent  such   Fundamental
Transaction,  the same kind and amount of  securities,  cash or  property  as it
would have been  entitled to receive  upon the  occurrence  of such  Fundamental
Transaction if it had been,  immediately prior to such Fundamental  Transaction,
the holder of one share of Common  Stock (the  "Alternate  Consideration").  For
purposes of any such  conversion,  the  determination  of the Set Price shall be
appropriately  adjusted to apply to such  Alternate  Consideration  based on the
amount of  Alternate  Consideration  issuable  in respect of one share of Common
Stock in such Fundamental  Transaction,  and the Company shall apportion the Set
Price among the Alternate  Consideration in a reasonable  manner  reflecting the
relative value of any different  components of the Alternate  Consideration.  If
holders  of Common  Stock are given  any  choice as to the  securities,  cash or
property  to be received in a  Fundamental  Transaction,  then the holder of the
Series A  Preferred  Stock  shall be given the same  choice as to the  Alternate
Consideration  it receives  upon any  conversion of shares of Series A Preferred
Stock  following  such  Fundamental  Transaction.  To the  extent  necessary  to
effectuate the foregoing  provisions,  any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the holder of the Series A
Preferred  Stock new Series A  Preferred  Stock  consistent  with the  foregoing
provisions  and evidencing the holder's right to convert such Series A Preferred
Stock into Alternate Consideration. The terms of any agreement pursuant to which
a Fundamental  Transaction  is effected  shall include terms  requiring any such
successor or surviving  entity to comply with the  provisions of this  provision
and  insuring  that  the  Series A  Preferred  Stock  (or any  such  replacement
security) will be similarly adjusted upon any subsequent  transaction  analogous
to a Fundamental Transaction.


                                       42


         Adjustment to Conversion Price

         Notwithstanding  any  terms to the  contrary  set  forth  in the  above
description,  on April 15,  2005,  subject to  stockholder  approval as required
under the American  Stock  Exchange  rules,  the terms of the Series A Preferred
Stock were  adjusted  such that the  conversion  price of the Series A Preferred
Stock was reduced to $0.55 per share,  which  conversion price will no longer be
subject to any anti-dilution adjustments, with the single exception that it will
be reset to the same conversion  price of the Company's Series C Preferred Stock
if the Company's  Series C Preferred Stock is reset following the proposed 1 for
10 reverse split of the Company's Common Stock.

Description of 9/04 Warrants

         The  following is a summary of the material  terms of the 9/04 Warrants
as initially issued and is qualified by its entirety by the form of 9/04 Warrant
filed as an exhibit to Form 8-K filed by the Company  with the SEC on  September
16, 2004.  The following  description  does not take into account the April 2005
Adjustment (see "Adjustment to Exercise Price" below on page 46).

         Number, Term, and Definitions

         The 9/04 Warrants entitle the holders thereof to initially  purchase up
to a total of approximately 1,143,617 shares of the Common Stock of the Company.

         The 9/04 Warrants are exercisable at any time on or after the 181st day
following the date of issuance (the "Initial  Exercise Date") and on or prior to
the close of business  on the three year  anniversary  of the  Initial  Exercise
Date.  The  Exercise  Period  shall be extended  for the number of Trading  Days
during such period in which (x) trading in the Common  Stock is suspended by any
Trading Market, or (y) following the Effective Date, the Registration  Statement
is not effective or the prospectus  included in the  Registration  Statement may
not be used by the Purchasers for the resale of the Warrant Shares.

         Capitalized terms used and not otherwise defined in this Description of
9/04 Warrants Section shall have the meanings set forth in Section 1 of the 9/04
Warrant agreement.

         Exercise

         Exercise of 9/04 Warrant.  Exercise of the 9/04 Warrants may be made at
any time or times on or after the  Initial  Exercise  Date and on or before  the
Termination Date by delivery to the Company of a duly executed facsimile copy of
the Notice of Exercise Form annexed to the 9/04 Warrant.

         Exercise Price.  The exercise price of each share of Common Stock under
the 9/04 Warrants shall be $1.20, subject to adjustment (the "Exercise Price").

         Cashless  Exercise.  If at any time  after  one  year  from the date of
issuance  of the 9/04  Warrants  there is no  effective  Registration  Statement
registering  the  resale  of the  Warrant  Shares by its  holder,  then the 9/04
Warrants may also be exercised at such time by means of a "cashless exercise."

         Holder's  Restrictions.  Each holder of the 9/04 Warrant shall not have
the right to exercise any portion of their 9/04 Warrant to the extent that after
giving effect to such issuance  after  exercise,  the holder  (together with the
holder's affiliates),  as set forth on the applicable Notice of Exercise,  would
beneficially  own in excess of 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance.


                                       43


         Call  Provision.  Subject to the provisions of Section 2(f) of the 9/04
Warrants,  if after  the  Effective  Date  the  VWAP for each of 20  consecutive
Trading Days (the  "Measurement  Price",  which period shall not have  commenced
until after the Effective Date) exceeds 200% of the then Exercise Price (subject
to adjustment as set forth herein) (the "Threshold Price), then the Company may,
within ten Trading  Days of such  period,  call for  cancellation  of all or any
portion of the 9/04  Warrants  for which a Notice of  Exercise  has not yet been
delivered  (such  right,  a "Call").  To exercise  this right,  the Company must
deliver  to  the  Holder  an  irrevocable  written  notice  (a  "Call  Notice"),
indicating  therein the portion of  unexercised  portion of the 9/04 Warrants to
which such notice  applies.  If the conditions set forth below for such Call are
satisfied from the period from the date of the Call Notice through and including
the Call Date (as defined  below),  then any portion of the 9/04 Warrant subject
to such Call Notice for which a Notice of Exercise  shall not have been received
from and after the date of the Call Notice will be cancelled  at 6:30 p.m.  (New
York City  time) on the  tenth  Trading  Day  after the date the Call  Notice is
received by the Holder (such date, the "Call Date"). Any unexercised  portion of
the 9/04 Warrant to which the Call Notice does not pertain will be unaffected by
such Call Notice. Notwithstanding anything to the contrary set forth in the 9/04
Warrant,  the Company may not deliver a Call Notice or require the  cancellation
of the 9/04  Warrant  (and any  Call  Notice  will be  void),  unless,  from the
beginning  of the 20  consecutive  Trading  Days used to  determine  whether the
Common Stock has achieved the Threshold  Price through the Call Date, the Equity
Conditions  (as defined in the  Certificate of  Designation)  have been met. The
Company's  right to Call the 9/04 Warrant  shall be exercised  ratably among the
Purchasers based on each  Purchaser's  initial purchase of Common Stock pursuant
to the Purchase Agreement.

         Certain Adjustments.

         Stock Dividends and Splits. If the Company,  at any time while the 9/04
Warrants  are  outstanding:  (A)  pays a  stock  dividend  or  otherwise  make a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company  pursuant to the 9/04 Warrants),  (B) subdivides  outstanding  shares of
Common Stock into a larger number of shares,  (C) combines  (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares,  or (D) issues by  reclassification  of shares of the  Common  Stock any
shares of capital  stock of the Company,  then in each case the  Exercise  Price
shall be multiplied by a fraction of which the numerator  shall be the number of
shares of Common Stock (excluding  treasury shares,  if any) outstanding  before
such event and of which the denominator  shall be the number of shares of Common
Stock  outstanding  after such event and the number of Warrant  Shares  issuable
upon  exercise  of the 9/04  Warrants  shall be  proportionately  adjusted.  Any
adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of Stockholders  entitled to receive
such dividend or distribution and shall become effective  immediately  after the
effective date in the case of a subdivision, combination or re-classification.

         Subsequent Equity Sales. If the Company or any Subsidiary  thereof,  as
applicable,  at any time while the 9/04  Warrants are  outstanding,  shall sell,
grant any option to purchase, sell or grant any right to reprice its securities,
or otherwise  dispose of or issue any Common  Stock or Common Stock  Equivalents
entitling any Person to acquire  shares of Common Stock,  at an effective  price
per share less than the then Exercise  Price (such lower price,  the "Base Share
Price" and such issuances collectively,  a "Dilutive Issuance"), as adjusted (if
the holder of the Common  Stock or Common Stock  Equivalents  so issued shall at
any time, whether by operation of purchase price adjustments,  reset provisions,
floating  conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
warrants,  options or rights per share which is issued in  connection  with such
issuance,  be entitled to receive  shares of Common Stock at an effective  price
per share which is less than the Exercise  Price,  such issuance shall be deemed
to have occurred for less than the Exercise  Price),  then,  the Exercise  Price
shall be reduced to equal the Base Share Price;  provided,  however, in no event
shall the Exercise  Price be less than $1.00,  subject to adjustment for reverse
and forward stock splits, stock dividends,  stock combinations and other similar


                                       44


transactions  of the Common  Stock that occur  after the date of the  Securities
Purchase Agreement.  Such adjustment shall be made whenever such Common Stock or
Common  Stock  Equivalents  are issued.  The Company  shall notify the Holder in
writing,  no later than the second  Trading Day  following  the  issuance of any
Common Stock or Common Stock  Equivalents  subject to this  section,  indicating
therein the applicable  issuance price, or of applicable  reset price,  exchange
price, conversion price and other pricing terms.

         Pro  Rata  Distributions.  If the  Company,  at any  time  prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
holders of the 9/04 Warrants)  evidences of its indebtedness or assets or rights
or warrants to  subscribe  for or purchase  any  security  other than the Common
Stock  (which shall be subject to Section  3(b) of the 9/04  Warrants),  then in
each such case the Exercise Price shall be adjusted by multiplying  the Exercise
Price in effect  immediately prior to the record date fixed for determination of
Stockholders  entitled to receive such  distribution  by a fraction of which the
denominator  shall be the VWAP determined as of the record date mentioned above,
and of which the numerator  shall be such VWAP on such record date less the then
per share fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed  applicable to one outstanding  share of
the Common  Stock as  determined  by the Board of  Directors  in good faith.  In
either case the  adjustments  shall be described in a statement  provided to the
holders  of  the  9/04  Warrants  of the  portion  of  assets  or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.

         Fundamental  Transaction.  If, at any time while the 9/04  Warrants are
outstanding,  (A) the Company effects any merger or consolidation of the Company
with or into another Person,  in which the Company is not the surviving  entity,
or the  Company's  then  existing  shareholders  will own  less  than 51% of the
surviving  entity,  (B) the Company effects any sale of all or substantially all
of its assets in one or a series of related  transactions,  (C) any tender offer
or  exchange  offer  (whether  by the  Company or another  Person) is  completed
pursuant to which  holders of Common  Stock are  permitted to tender or exchange
their shares for other securities,  cash or property, or (D) the Company effects
any  reclassification  of the  Common  Stock or any  compulsory  share  exchange
pursuant to which the Common Stock is  effectively  converted  into or exchanged
for  other  securities,  cash or  property  (in any such  case,  a  "Fundamental
Transaction"),  then,  upon any subsequent  conversion of the 9/04 Warrant,  the
Holder shall have the right to receive,  for each Warrant  Share that would have
been issuable upon such exercise  absent such  Fundamental  Transaction,  at the
option of the  Holder,  (a) upon  exercise of the 9/04  Warrants,  the number of
shares of Common  Stock of the  successor  or  acquiring  corporation  or of the
Company,  if  it is  the  surviving  corporation,  and  Alternate  Consideration
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation  or  disposition  of assets by a Holder of the number of shares of
Common Stock for which the 9/04 Warrants are  exercisable  immediately  prior to
such  event or (b) only in the  event the  Company  is  acquired  in an all cash
acquisition,  cash  equal to the value of the 9/04  Warrants  as  determined  in
accordance  with  the  Black-Scholes  option  pricing  formula  (the  "Alternate
Consideration").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives  upon any exercise of the 9/04 Warrant  following  such  Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any


                                       45


successor to the Company or  surviving  entity in such  Fundamental  Transaction
shall issue to the holder of the 9/04 Warrants a new warrant consistent with the
foregoing  provisions and evidencing the holder's right to exercise such warrant
into  Alternate  Consideration  upon  the  payment  thereof.  The  terms  of any
agreement pursuant to which a Fundamental  Transaction is effected shall include
terms  requiring  any such  successor  or  surviving  entity to comply  with the
provisions  of this  paragraph  and insuring  that the 9/04 Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

         Adjustment to Exercise Price

         Notwithstanding  any  terms to the  contrary  set  forth  in the  above
description,  on April 15,  2005,  subject to  stockholder  approval as required
under the American  Stock  Exchange  rules,  the terms of the 9/04 Warrants were
adjusted by the Company  such that the exercise  price of the 9/04  Warrants was
reduced to $1.00 per share,  which  exercise  price will no longer be subject to
any anti-dilution adjustments.

Description of Additional Investment Rights

         The  following  is a summary of the  material  terms of the  Additional
Investment  Rights and is qualified  by its  entirety by the form of  Additional
Investment Rights Agreement filed as an exhibit to Form 8-K filed by the Company
with the SEC on September 16, 2004.

         Number, Term, and Definitions

         The  Additional  Investment  Rights  entitle  the  holders  thereof  to
initially purchase up to a total of approximately 3,430,851 shares of the Common
Stock of the Company.

         The  Additional  Investment  Rights are  exercisable  at any time on or
after the 181st day after the date of the Additional Investment Rights agreement
(the  "Initial  Exercise  Date") and on or prior to the close of business on the
earlier of (a) the later of (i) the 181st day after the Effective  Date and (ii)
the 181st day after the Initial  Exercise Date and (b) the 2nd year  anniversary
of the date of the Purchase  Agreement  (the  "Termination  Date" and the period
from the Initial Exercise Date until the Termination Date

         Capitalized terms used and not otherwise defined in this Description of
Additional  Investment  Rights  Section  shall  have the  meanings  set forth in
Section 1 of the Additional Investment Rights agreement.

         Exercise

         Exercise of  Additional  Investment  Right.  Exercise  of the  purchase
rights  represented by the Additional  Investment Rights may be made at any time
or times on or after the Initial  Exercise Date and on or before the Termination
Date by delivery to the Company of a duly executed  facsimile copy of the Notice
of Exercise Form annexed to the Additional Investment Rights agreement.

         Exercise Price.  The exercise price of each share of Common Stock under
the  Additional  Investment  Rights shall be $1.03,  subject to adjustment  (the
"Exercise Price").

         Holder's Restrictions. The holder of Additional Investment Rights shall
not have the right to exercise any portion of the Additional  Investment Rights,
pursuant to Section 2(c) thereof or  otherwise,  to the extent that after giving
effect to such issuance after exercise,  the Holder  (together with the Holder's
affiliates),   as  set  forth  on  the  applicable  Notice  of  Exercise,  would
beneficially  own in excess of 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance.


                                       46


         Call  Provision.  Subject  to the  provisions  of  Section  2(f) of the
Additional Investment Rights agreement, if after the Effective Date the VWAP for
each of 20 consecutive Trading Days (the "Measurement Price", which period shall
not have commenced until after such  anniversary  date) is greater than or equal
to 160% of the then Exercise  Price (subject to adjustment as set forth therein)
(the "Threshold  Price"),  then the Company may, in its sole discretion,  within
ten Trading Days of such period,  call for cancellation of all or any portion of
the Additional Investment Rights for which a Notice of Exercise has not yet been
delivered  (such  right,  a "Call").  To exercise  this right,  the Company must
deliver  to  the  Holder  an  irrevocable  written  notice  (a  "Call  Notice"),
indicating  therein  the  portion  of  unexercised  portion  of  the  Additional
Investment  Rights to which such notice  applies.  If the  conditions  set forth
below  for such Call are  satisfied  from the  period  from the date of the Call
Notice through and including the Call Date (as defined below),  then any portion
of the  Additional  Investment  Rights  subject to such Call  Notice for which a
Notice of Exercise  shall not have been  received from and after the date of the
Call Notice  will be  cancelled  at 6:30 p.m.  (New York City time) on the tenth
Trading Day after the date the Call Notice is received by the Holder (such date,
the "Call Date"). Any unexercised portion of the Additional Investment Rights to
which the Call Notice does not pertain will be  unaffected  by such Call Notice.
Notwithstanding  anything to the contrary set forth in the Additional Investment
Rights, the Company may not deliver a Call Notice or require the cancellation of
the  Additional  Investment  Rights (and any Call Notice will be void),  unless,
from the beginning of the 20 consecutive  Trading Days used to determine whether
the Common Stock has achieved the  Threshold  Price  through the Call Date,  the
Equity  Conditions  have been met. The  Company's  right to Call the  Additional
Investment  Right shall be exercised  ratably among the Purchasers based on each
Purchaser's initial purchase of Common Stock pursuant to the Securities Purchase
Agreement.

         Certain Adjustments

         Stock  Dividends  and  Splits.  If the  Company,  at any time while the
Additional  Investment  Rights are  outstanding:  (A) pays a stock  dividend  or
otherwise make a distribution or  distributions on shares of its Common Stock or
any other  equity or equity  equivalent  securities  payable in shares of Common
Stock  (which,  for  avoidance of doubt,  shall not include any shares of Common
Stock issued by the Company pursuant to the Additional  Investment Rights),  (B)
subdivides  outstanding  shares of Common Stock into a larger  number of shares,
(C) combines  (including  by way of reverse stock split)  outstanding  shares of
Common Stock into a smaller number of shares, or (D) issues by  reclassification
of shares of the Common Stock any shares of capital  stock of the Company,  then
in each case the Exercise  Price shall be  multiplied by a fraction of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the  number of shares of Common  Stock  outstanding  after such event and the
number of  Additional  Investment  Right Shares  issuable  upon  exercise of the
Additional Investment Rights shall be proportionately  adjusted.  Any adjustment
made pursuant to this Section 3(a) shall become effective  immediately after the
record date for the  determination  of  Stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective date in the case of a subdivision, combination or re-classification.

         Pro  Rata  Distributions.  If the  Company,  at any  time  prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the Additional  Investment  Rights)  evidences of its indebtedness or
assets or rights or  Additional  Investment  Rights to subscribe for or purchase
any security other than the Common Stock (which shall be subject to Section 3(b)
of the  Additional  Investment  Rights  agreement),  then in each  such case the
Exercise  Price shall be adjusted by  multiplying  the Exercise  Price in effect
immediately  prior to the record date fixed for  determination  of  Stockholders
entitled to receive  such  distribution  by a fraction of which the  denominator
shall be the VWAP determined as of the record date mentioned above, and of which
the  numerator  shall be such VWAP on such  record  date less the then per share
fair market  value at such record date of the portion of such assets or evidence


                                       47


of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a statement  provided to the Holders of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

         Fundamental   Transaction.   If,  at  any  time  while  the  Additional
Investment  Rights  are  outstanding,  (A) the  Company  effects  any  merger or
consolidation  of the Company with or into another Person,  in which the Company
is not the surviving  entity,  or the Company's then existing  shareholders will
own less than 51% of the surviving  entity,  (B) the Company effects any sale of
all  or  substantially  all  of  its  assets  in  one  or a  series  of  related
transactions,  (C) any tender offer or exchange offer (whether by the Company or
another  Person) is  completed  pursuant  to which  holders of Common  Stock are
permitted  to tender or  exchange  their  shares for other  securities,  cash or
property, or (D) the Company effects any reclassification of the Common Stock or
any compulsory share exchange  pursuant to which the Common Stock is effectively
converted into or exchanged for other securities,  cash or property (in any such
case, a "Fundamental Transaction"),  then, upon any subsequent conversion of the
Additional  Investment Rights, the holder of Additional  Investment Rights shall
have the right to receive, for each Additional Investment Right Share that would
have been issuable upon such exercise absent such  Fundamental  Transaction,  at
the option of the Holder, (a) upon exercise of the Additional Investment Rights,
the number of shares of Common Stock of the  successor or acquiring  corporation
or  of  the  Company,  if  it  is  the  surviving  corporation,   and  Alternate
Consideration   receivable   upon  or  as  a  result  of  such   reorganization,
reclassification,  merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which the Additional  Investment Rights
are  exercisable  immediately  prior to such  event or (b) only in the event the
Company is acquired in an all cash  acquisition,  cash equal to the value of the
Additional  Investment Rights as determined in accordance with the Black-Scholes
option pricing formula (the "Alternate Consideration"). For purposes of any such
exercise,  the  determination  of the  Exercise  Price  shall  be  appropriately
adjusted  to apply  to such  Alternate  Consideration  based  on the  amount  of
Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental  Transaction,  and the Company shall  apportion  the Exercise  Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration.  If holders of
Common Stock are given any choice as to the  securities,  cash or property to be
received in a Fundamental  Transaction,  then the Holder shall be given the same
choice as to the  Alternate  Consideration  it receives upon any exercise of the
Additional  Investment  Rights  following such Fundamental  Transaction.  To the
extent  necessary to effectuate the foregoing  provisions,  any successor to the
Company or surviving entity in such Fundamental  Transaction  shall issue to the
Holder  a  new  Additional   Investment  Right  consistent  with  the  foregoing
provisions  and  evidencing  the  Holder's  right to  exercise  such  Additional
Investment  Right into Alternate  Consideration  upon the payment  thereof.  The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of paragraph and insuring  that the  Additional  Investment
Rights (or any such  replacement  security) will be similarly  adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.

Description of 2/05 Warrants

         The  following is a summary of the material  terms of the 2/05 Warrants
and is qualified by its entirety by the form of 2/05 Warrant filed as an exhibit
to Form 8-K  filed  by the  Company  with  the SEC on  February  14,  2005.  The
following, description does not take into account the April 2005 Adjustment (see
"Adjustment to Exercise Price" below on page 51).


                                       48


         Number, Term, and Definitions

         The 2/05 Warrants entitle the holders thereof to initially  purchase up
to a total  of  approximately  10,177,139  shares  of the  Common  Stock  of the
Company.

         The 2/05 Warrants are  exercisable  at any time on or after the Initial
Exercise  Date and on or  prior  to the  close  of  business  on the  three-year
anniversary of the Initial  Exercise Date. The Exercise Period shall be extended
for the number of Trading  Days  during  such period in which (x) trading in the
Common Stock is suspended by any Trading Market,  or (y) following the Effective
Date, the Registration  Statement is not effective or the prospectus included in
the  Registration  Statement may not be used by the Purchasers for the resale of
the Warrant Shares.

         Capitalized terms used and not otherwise defined in this Description of
Warrants  Section  shall  have the  meanings  set forth in Section 1 of the 2/05
Warrant.

         Exercise

         Exercise of 2/05 Warrant.  Exercise of the 2/05 Warrants may be made at
any time or times on or after the  Initial  Exercise  Date and on or before  the
Termination Date by delivery to the Company of a duly executed facsimile copy of
the Notice of Exercise Form annexed to the 2/05 Warrant.

         Exercise Price. The exercise price of 50% of the 2/05 Warrants shall be
$1.55 per share,  and the exercise  price of the other 50% of the 2/05  Warrants
shall be 1.87 per  share,  in each case  subject  to  adjustment  (the  "Warrant
Exercise Price").

         Cashless  Exercise.  If at any time  after  one  year  from the date of
issuance  of the 2/05  Warrants  there is no  effective  Registration  Statement
registering  the  resale  of the  Warrant  Shares by the  Holder,  then the 2/05
Warrants may also be exercised at such time by means of a "cashless exercise."

         Holder's Restrictions. Each Holder shall not have the right to exercise
any portion of their 2/05 Warrant, pursuant to Section 2(c) of the 2/05 Warrants
or  otherwise,  to the extent that after giving  effect to such  issuance  after
exercise,  the Holder (together with the Holder's  affiliates),  as set forth on
the applicable Notice of Exercise,  would beneficially own in excess of 4.99% of
the number of shares of the Common Stock  outstanding  immediately  after giving
effect to such issuance.

         Certain Adjustments

         Stock Dividends and Splits. If the Company,  at any time while the 2/05
Warrants  are  outstanding:  (A)  pays a  stock  dividend  or  otherwise  make a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company  pursuant to the 2/05 Warrants),  (B) subdivides  outstanding  shares of
Common Stock into a larger number of shares,  (C) combines  (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares,  or (D) issues by  reclassification  of shares of the  Common  Stock any
shares of capital stock of the Company,  then in each case the Warrant  Exercise
Price  shall be  multiplied  by a fraction of which the  numerator  shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator  shall be the number of shares of
Common  Stock  outstanding  after such  event and the  number of Warrant  Shares
issuable upon exercise of the 2/05 Warrants shall be  proportionately  adjusted.
Any  adjustment  made pursuant to Section 3(a) of the 2/05 Warrants shall become
effective   immediately   after  the  record  date  for  the   determination  of
Stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.


                                       49


         Subsequent Equity Sales. If the Company or any Subsidiary  thereof,  as
applicable,  at any time while the 2/05  Warrants are  outstanding,  shall sell,
grant any option to purchase, sell or grant any right to reprice its securities,
or otherwise  dispose of or issue any Common  Stock or Common Stock  Equivalents
entitling any Person to acquire  shares of Common Stock,  at an effective  price
per share less than the then Warrant Exercise Price (such lower price, the "Base
Share  Price"  and such  issuances  collectively,  a  "Dilutive  Issuance"),  as
adjusted  (if the  holder of the Common  Stock or Common  Stock  Equivalents  so
issued shall at any time,  whether by operation of purchase  price  adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to  warrants,  options or rights per share which is issued in  connection
with such  issuance,  be  entitled  to  receive  shares  of  Common  Stock at an
effective price per share which is less than the Warrant  Exercise  Price,  such
issuance  shall be deemed to have  occurred  for less than the Warrant  Exercise
Price),  then,  the  Warrant  Exercise  Price shall be reduced to equal the Base
Share Price;  subject to adjustment for reverse and forward stock splits,  stock
dividends, stock combinations and other similar transactions of the Common Stock
that occur after the date of the Securities Purchase Agreement.

         Pro  Rata  Distributions.  If the  Company,  at any  time  prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the 2/05 Warrants)  evidences of its indebtedness or assets or rights
or warrants to  subscribe  for or purchase  any  security  other than the Common
Stock  (which shall be subject to Section  3(b) of the 2/05  Warrants),  then in
each such case the Warrant  Exercise Price shall be adjusted by multiplying  the
Warrant Exercise Price in effect  immediately prior to the record date fixed for
determination  of  Stockholders  entitled  to  receive  such  distribution  by a
fraction of which the denominator  shall be the VWAP determined as of the record
date  mentioned  above,  and of which the  numerator  shall be such VWAP on such
record date less the then per share fair market value at such record date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one  outstanding  share  of the  Common  Stock  as  determined  by the  Board of
Directors in good faith.

         Fundamental  Transaction.  If, at any time while the 2/05  Warrants are
outstanding,  (A) the Company effects any merger or consolidation of the Company
with or into another Person,  in which the Company is not the surviving  entity,
or the  Company's  then  existing  shareholders  will own  less  than 51% of the
surviving  entity,  (B) the Company effects any sale of all or substantially all
of its assets in one or a series of related  transactions,  (C) any tender offer
or  exchange  offer  (whether  by the  Company or another  Person) is  completed
pursuant to which  holders of Common  Stock are  permitted to tender or exchange
their shares for other securities,  cash or property, or (D) the Company effects
any  reclassification  of the  Common  Stock or any  compulsory  share  exchange
pursuant to which the common Stock is  effectively  converted  into or exchanged
for other securities, cash or property (a "Fundamental Transaction"), then, upon
any subsequent  conversion of the 2/05 Warrant,  the holder of the 2/05 Warrants
shall have the right to  receive,  for each  Warrant  Share that would have been
issuable upon such exercise absent such Fundamental  Transaction,  at the option
of the holder,  (a) upon exercise of the 2/05 Warrants,  the number of shares of
Common Stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Alternate Consideration receivable upon or as
a result of such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of assets by a Holder of the  number of shares of Common  Stock for
which the 2/05 Warrants are exercisable  immediately  prior to such event or (b)
only in the event the Company is acquired in an all cash acquisition, cash equal


                                       50


to the  value  of the  2/05  Warrants  as  determined  in  accordance  with  the
Black-Scholes  option pricing  formula.  For purposes of any such exercise,  the
determination of the Warrant  Exercise Price shall be appropriately  adjusted to
apply  to  such  Alternate  Consideration  based  on  the  amount  of  Alternate
Consideration  issuable  in  respect  of one  share  of  Common  Stock  in  such
Fundamental  Transaction,  and the Company shall apportion the Warrant  Exercise
Price among the Alternate  Consideration in a reasonable  manner  reflecting the
relative value of any different  components of the Alternate  Consideration.  If
holders  of Common  Stock are given  any  choice as to the  securities,  cash or
property to be received in a Fundamental  Transaction,  then the Holder shall be
given the same choice as to the  Alternate  Consideration  it receives  upon any
exercise of the 2/05 Warrant  following  such  Fundamental  Transaction.  To the
extent  necessary to effectuate the foregoing  provisions,  any successor to the
Company or surviving entity in such Fundamental  Transaction  shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the
Holder's  right to exercise such warrant into Alternate  Consideration  upon the
payment  thereof.  The terms of any  agreement  pursuant to which a  Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity to comply with the  provisions of this  paragraph and insuring
that the 2/05  Warrant  (or any such  replacement  security)  will be  similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

         Adjustment to Exercise Price

         Notwithstanding  any  terms to the  contrary  set  forth  in the  above
description,  on April 15,  2005,  subject to  stockholder  approval as required
under the American  Stock  Exchange  rules,  the terms of the 2/05 Warrants were
adjusted by the Company  such that the exercise  price of the 2/05  Warrants was
reduced to $0.55 per share,  which  exercise  price will no longer be subject to
any anti-dilution adjustments.

Board Recommendation

         For the reasons  outlined  above,  the Board  recommends a vote FOR the
proposal to approve,  to the extent  required for  compliance  with the American
Stock  Exchange  rules,  issuance of additional  shares of the Company's  Common
Stock as needed for the full conversion of the Company's Series A 6% Convertible
Preferred Stock and exercise of Warrants and Additional  Investment  Rights sold
in a private placement  offering  completed by the Company in September 2004 and
Warrants sold in private placement offerings completed by the Company in October
2003, February 2005 and adjusted in April 2005.


                                       51


                                   PROPOSAL 5

       TO APPROVE, TO THE EXTENT REQUIRED FOR COMPLIANCE WITH THE AMERICAN
      STOCK EXCHANGE RULES, ISSUANCE OF ADDITIONAL SHARES OF THE COMPANY'S
      COMMON STOCK AS NEEDED FOR FULL CONVERSION OF THE COMPANY'S SERIES C
     CONVERTIBLE PREFERRED STOCK AND EXERCISE OF THE COMPANY'S WARRANTS SOLD
                      IN A PRIVATE PLACEMENT IN APRIL 2005.

Description of Transaction

         April 2005 Private Placement

         The Company entered into a Securities  Purchase Agreement  effective as
of April  14,  2005 (the  "4/05  Securities  Purchase  Agreement")  with  twelve
institutional  investors  (collectively the "4/05  Investors").  Pursuant to the
terms  of the  4/05  Securities  Purchase  Agreement,  the  Company  issued  the
following  securities  to the  4/05  Investors  in  consideration  for the  4/05
Investors making payment to the Company in the aggregate amount of $31,110,165:

         *        311.10165 shares of Series C Convertible  Preferred Stock (the
                  "Series C Preferred Stock"); and

         *        Warrants to purchase approximately 22,625,566 shares of common
                  stock of the Company at an exercise  price of $0.55 per share,
                  and  warrants to purchase  approximately  3,393,835  shares of
                  common stock of the Company at an exercise  price of $.605 per
                  share,  each exercisable  until the date that is 5 years after
                  the date of issuance (collectively, the "4/05 Warrants").

         The  Company  has  agreed  to file a  registration  statement  with the
registering for resale all shares of common stock of the Company  underlying the
Series C Preferred Stock and the 4/05 Warrants.

         The  transaction  was approved by the  Company's  Board of Directors on
April 6, 2005,  and closed on April 14,  2005.  The shares of Series C Preferred
Stock,  the 4/05  Warrants,  and the  shares of  Common  Stock  underlying  such
securities  have  been  and  will  be  issued  pursuant  to the  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.

American Stock Exchange Approval Rule

         The Company's  Common Stock is listed for trading on the American Stock
Exchange and therefore,  is subject to the Rules of the American Stock Exchange.
Pursuant to the American Stock  Exchange  Constitution  and Rules,  Section 713,
"the corporation is required to obtain  shareholder  approval for an offering in
the  event  that  20% or more of the  presently  outstanding  common  stock,  or
securities convertible into common stock are issued at a price lower than market
value."  As of April  13,  2005,  a day  prior to  closing  of the 4/05  Private
Placement,  the  Company  had  29,219,112  shares of  Common  Stock  issued  and
outstanding.  Generally,  in making a  determination  regarding the  shareholder
approval on the 20% rule, the American Stock Exchange will compute the number of
shares to be obtained by utilizing the lowest possible conversion ratio and will
rely on the  number  of  shares  outstanding  at the time of the  offering.  The
conversion  price of the Series C Preferred  Stock and the exercise price of the
4/05  Warrants are below the market price of the  Company's  Common Stock on the
applicable  determination  date.  Therefore,  shareholder  approval  is required
regarding the  issuance,  upon  conversion  of Series C Preferred  Stock and the
exercise  of the 4/05  Warrants,  of Common  Stock  equaling  20% or more of the
Company's shares outstanding at the applicable determination date.


                                       52


         In the event that  stockholder  approval is not obtained,  the Series C
Preferred Stock will not convert into Common Stock, will remain  outstanding and
senior in rights of liquidation to the Common Stock, and must be redeemed by the
Company in April 2006 for  $31,110,165,  and the  exercise of the 4/05  Warrants
will not be permitted.

Description of Series C Preferred Stock

         The  following  is a  summary  of the  material  terms of the  Series C
Preferred  Stock as  initially  issued and is  qualified  by its entirety by the
Certificate of Designation of  Preferences,  Rights and  Limitations of Series C
Convertible  Preferred Stock (the "Certificate") filed as an exhibit to Form 8-K
filed by the Company with the SEC on April 15, 2005.

Amount, Stated Value, and Definitions

         The number of shares of Series C Preferred  Stock  designated  was 450.
Each share of Series C Preferred Stock has a stated value equal to $100,000 (the
"Stated Value").  Capitalized terms not otherwise defined in this Description of
Series C  Preferred  Stock  section  have the  meaning  given  such terms in the
Certificate.

         Dividends

         Each  Holder  shall  be  entitled  to  receive,  out of  funds  legally
available  therefore,  and the Company  shall pay,  cumulative  dividends on the
Preferred  Stock on an as converted basis with the Common Stock when, and as if,
declared by the Board of Directors,  in arrears  within three days of each March
31, June 30,  September 30 and December 31,  commencing  June 30, 2005 except if
such date is not a Trading Day, in which case such dividend  shall be payable on
the next succeeding Trading Day (each, a "Dividend Payment Date ").

         Certain Protective Rights

         For so long as any of the  shares  of  Series  C  Preferred  Stock  are
outstanding,   neither  the  Company  nor  any  Subsidiary  shall,  without  the
affirmative vote of the Holders of at least a majority of the shares of Series C
Preferred Stock then outstanding:

                  * alter or change the powers,  preferences  or rights given to
         the  Series C  Preferred  Stock or alter or amend this  Certificate  of
         Designation;

                  * authorize or create (by  reclassification  or otherwise) any
         class of equity  security  or Common  Stock  Equivalent  ranking  as to
         dividends or  distribution  of assets upon a Liquidation  senior to the
         Series C Preferred Stock;

                  * directly or  indirectly  pay or declare any dividend or make
         any  distribution  (other than  dividends  due and paid in the ordinary
         course on preferred stock of the Company at such times when the Company
         is in compliance with its payment obligations to the Series C Preferred
         Stock)  upon,  nor shall any  distribution  be made in respect  of, any
         Junior Securities,  nor shall any monies be set aside for or applied to
         the purchase or redemption (through a sinking fund or otherwise) of any
         Junior  Securities or securities pari passu with the Series C Preferred
         Stock;

                  * alter,  amend or waive any provision of the Voting Agreement
         or the Farequest Voting Agreement;


                                       53


                  *  amend  or  waive  any  provision  in  its   Certificate  of
         Incorporation in a manner adverse to the Series C Preferred Stock; or

                  * enter  into any  agreement  with  respect  to the  foregoing
         clauses.

Liquidation

         Upon any liquidation, dissolution or winding-up of the Company, whether
voluntary or  involuntary  (a  "Liquidation"),  the Holders shall be entitled to
receive  out of the assets of the  Company,  whether  such assets are capital or
surplus,  for each  share of Series C  Preferred  Stock an  amount  equal to the
Stated Value per share before any  distribution  or payment shall be made to the
holders of any Junior  Securities,  and if the  assets of the  Company  shall be
insufficient  to  pay in  full  such  amounts,  then  the  entire  assets  to be
distributed  to the Holders shall be  distributed  among the Holders  ratably in
accordance  with the respective  amounts that would be payable on such shares if
all amounts  payable  thereon  were paid in full.  The Series C Preferred  Stock
ranks in order of priority on liquidation, parri passu with the Company's Series
A  Preferred  Stock and  senior  to all  other  stock,  including  the  Series B
Preferred Stock and the Common Stock.

Automatic Conversion

         Within one (1)  Trading  Day  following  the date on which the  Company
obtains the  approval of its  stockholders  for the  conversion  of the Series C
Preferred Stock and exercise of the 4/05 Warrants and the 1 for 10 Reverse Stock
Split  ("Stockholder  Approval"),  the  Company  shall  deliver to each Holder a
notice ("Automatic Notice") as to all of the then outstanding Series C Preferred
Stock, notifying the Holders that all of the then outstanding Series C Preferred
Stock shall be  converted on the date which is the later of (i) the 25th Trading
Day  following  delivery of the  Automatic  Notice and (ii) the 21st Trading Day
following  the  filing  of  a  Current   Report  on  Form  8-K   disclosing  the
effectiveness  of the Reverse Stock Split on the American  Stock  Exchange (such
later date, the "Automatic Conversion Date ").

         Redemption upon Triggering Events

         All shares of Series C Preferred  Stock  which  remain  outstanding  on
April 14, 2006 shall be redeemed by the Company for a redemption  price equal to
the $100,000 per share  stated value plus accrued but unpaid  dividends  and any
other amounts then owing on the account  thereof to the holder (the  "Redemption
Price").  If the Company does not pay the Redemption  Price in full on April 14,
2006, the Redemption Price payable to the holder shall bear interest at the rate
of 1% per month  (prorated for partial  months) or such lesser maximum amount as
then permitted by applicable law, until paid in full.

         Adjustment to Conversion Price

         The Conversion  Price in effect on the Automatic  Conversion Date shall
be subject to the following adjustments:

                  * Stock  Dividends  and Splits.  If the  Company,  at any time
while  shares of Series C  Preferred  Stock  are  outstanding:  (1) pays a stock
dividend on its Common Stock or otherwise  makes a distribution  on any class of
capital  stock  that is  payable  in  shares  of Common  Stock,  (2)  subdivides
outstanding  shares of Common  Stock  into a larger  number  of  shares,  or (3)
combines  outstanding  shares of Common  Stock into a smaller  number of shares,
then in each such case the Conversion Price shall be multiplied by a fraction of
which the  numerator  shall be the number of shares of Common Stock  outstanding
immediately  before such event and of which the denominator  shall be the number
of shares  of  Common  Stock  outstanding  immediately  after  such  event.  Any


                                       54


adjustment made pursuant to clause (1) of this paragraph shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution,  and any adjustment pursuant to clause
(2) or (3) of this  paragraph  shall  become  effective  immediately  after  the
effective date of such subdivision or combination.

                  * Adjustment  Upon Reverse Stock Split.  If the average of the
VWAP for the 20  Trading  Days  immediately  following  the  filing of a Current
Report on Form 8-K  disclosing the  effectiveness  of the Reverse Stock Split on
the American  Stock  Exchange  (such average VWAP,  the "Reset  Amount" and such
period,  the "Reset Period ") is less than the Conversion  Price then in effect,
the Conversion Price shall  automatically  adjust to the Reset Amount.  In other
words,  based upon the initial  Conversion Price of $.55, if the Reset Amount is
less than $5.50,  the conversion  price is reset to the lower Reset Amount.  The
Company  shall  notify the Holders in writing  within one (1) Trading Day should
such  adjustment  occur.  Each Holder  covenants  that neither it nor any Person
acting on its behalf or pursuant to any understanding  with it will engage in or
close out any  transactions  in the securities of the Company  (including  Short
Sales) prior to the Trading Day following the Reset Period.

                  *  Fundamental  Transactions.  If, at any time while shares of
Series  Preferred  Stock are  outstanding  (a) the Company effects any merger or
consolidation of the Company with or into another Person in which the Company is
not the survivor,  (b) the Company effects any sale of all or substantially  all
of its assets in one or a series of related  transactions,  (c) any tender offer
or  exchange  offer  (whether  by the  Company or another  Person) is  completed
pursuant to which  holders of Common  Stock are  permitted to tender or exchange
their shares for other securities,  cash or property, or (d) the Company effects
any  reclassification  of the  Common  Stock or any  compulsory  share  exchange
pursuant to which the Common Stock is  effectively  converted  into or exchanged
for other securities, cash or property (a "Fundamental Transaction"),  then each
Holder shall have the right thereafter to receive,  upon conversion of shares of
such Holder's Series C Preferred  Stock, the same amount and kind of securities,
cash or property as it would have been  entitled to receive upon the  occurrence
of such  Fundamental  Transaction  if it had  been,  immediately  prior  to such
Fundamental  Transaction,  the holder of the number of  Underlying  Shares  then
issuable upon  conversion  of all of such Holder's  shares of Series C Preferred
Stock (the "Alternate Consideration").  For purposes of any such conversion, the
determination of the Conversion  Price shall be appropriately  adjusted to apply
to such Alternate  Consideration based on the amount of Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the Company  shall  apportion the  Conversion  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then each Holder shall be given the same choice as
to the Alternate  Consideration it receives upon any conversion of such Holder's
Series C Preferred Stock following such Fundamental Transaction.

                  *   Reclassifications;   Share  Exchanges.   In  case  of  any
reclassification  of the Common Stock, or any compulsory share exchange pursuant
to which the Common Stock is converted into other  securities,  cash or property
(other  than  compulsory  share  exchanges  which  constitute  Change of Control
Transactions),  each  Holder of the Series C  Preferred  Stock then  outstanding
shall have the right  thereafter  to convert such shares only into the shares of
stock and other  securities,  cash and property  receivable upon or deemed to be
held by  holders  of  Common  Stock  following  such  reclassification  or share
exchange,  and such  Holders  shall be entitled  upon such event to receive such
amount of  securities,  cash or  property as a holder of the number of shares of
Common Stock of the Company  into which such shares of Series C Preferred  Stock
could have been converted  immediately prior to such  reclassification  or share
exchange  would have been  entitled.  This provision  shall  similarly  apply to
successive reclassifications or share exchanges.


                                       55


Description of 4/05 Warrants

         The  following is a summary of the material  terms of the 4/05 Warrants
as initially issued and is qualified by its entirety by the form of 4/05 Warrant
filed as an exhibit to Form 8-K filed by the  Company  with the SEC on April 15,
2005.

         Number, Term, and Definitions

         The 4/05 Warrants entitle the holders thereof to initially  purchase up
to a total  of  approximately  26,019,401  shares  of the  Common  Stock  of the
Company.

         The 4/05 Warrants are  exercisable  from the Automatic  Conversion Date
until  the date  that is 5 years  after  the  date of  issuance.  The  Automatic
Conversion  Date is the latter of the  following  two dates (i) the 25th trading
day  following  the  Company's  delivery  of notice to the  holders  of Series C
Preferred  Stock of an  automatic  conversion  of the Series C  Preferred  Stock
(which notice must be delivered by the Company  within 1 trading day of the date
the Company receives  shareholder approval under the AMEX rules for the issuance
of 20% or more of the Company's outstanding shares of common stock upon exercise
of the  Series  C  Preferred  Stock  and the 4/05  Warrants),  and (ii) the 21st
trading day following the filing of a Current  Report on Form 8-K disclosing the
effectiveness of the reverse stock split of the Company's common stock.

         Capitalized terms used and not otherwise defined in this Description of
4/05 Warrants Section shall have the meanings set forth in Section 1 of the 4/05
Warrant agreement.

         Exercise

         Exercise of 4/05 Warrant.  Exercise of the 4/05 Warrants may be made at
any time or times on or after the Automatic Conversion Date and on or before the
date that is 5 years  after the date of issuance by delivery to the Company of a
duly executed  facsimile copy of the Notice of Exercise Form annexed to the 4/05
Warrant.

         Exercise Price. The exercise price of 22,625,566 shares of common stock
of the  Company  under the 4/05  Warrants  shall be $0.55 per share,  subject to
adjustment,  and the exercise  price of 3,393,835  shares of common stock of the
Company under the 4/05 Warrants shall be $.605 per share,  subject to adjustment
(the "Exercise Price").

         Cashless Exercise. If at any time during the Effectiveness Period there
is no effective  Registration  Statement  registering  the resale of the Warrant
Shares by the Holder,  then the 4/05 Warrants may also be exercised at such time
by means of a "cashless exercise."

         Holder's Restrictions. Each Holder of a 4/05 Warrant shall not have the
right to  exercise  any  portion of their 4/05  Warrant to the extent that after
giving effect to such issuance  after  exercise,  the holder  (together with the
holder's affiliates),  as set forth on the applicable Notice of Exercise,  would
beneficially own in excess of 9.999% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance.

         Call Provision. If at any time following the Automatic Conversion Date,
(i) the closing price of the Common Stock for each of the 20 consecutive Trading
Days (each occurring after the Automatic  Conversion Date)  immediately prior to
delivery of a Call Notice (as defined  below) is greater than $1.65  (subject to
equitable  adjustment as a result of intervening  stock splits and reverse stock
splits),  (ii) the average daily  trading  volume of the Common Stock during the
entire 20 Trading Day period  referenced in (i) above through the  expiration of
the Call Date (as  defined  below) as  reported  by  Bloomberg  L.P.  (the "Call
Condition  Period")  shall be at least  100,000  shares  (subject  to  equitable
adjustment as a result of  intervening  stock splits and reverse stock  splits),


                                       56


(iii) the  Warrant  Shares  are either  registered  for  resale  pursuant  to an
effective  registration  statement  naming the  Holder as a selling  stockholder
thereunder (and the prospectus  thereunder is available for use by the Holder as
to all  Warrant  Shares)  or freely  transferable  without  volume  restrictions
pursuant to Rule 144(k)  promulgated  under the Securities Act, as determined by
counsel to the Company  pursuant to a written  opinion  letter  addressed and in
form and substance  reasonably  acceptable to the Holder and the transfer  agent
for the Common  Stock,  during the entire Call  Condition  Period,  and (iv) the
Company shall have complied in all material  respects with its obligations under
this  Warrant and the  Transaction  Documents  and the Common Stock shall at all
times be listed or quoted on a Trading Market during the Call Condition  Period,
then the Company may in its sole  discretion,  elect to require the  exercise of
all (but not less than all) of the then unexercised  portion of this Warrant, on
the date that is the fifth (5th)  calendar day after written  notice  thereof (a
"Call Notice ") is received by the Holder (the "Call Date").

         Certain Adjustments

         Stock Dividends and Splits. If the Company,  at any time while the 4/05
Warrants  are  outstanding:  (A)  pays a  stock  dividend  or  otherwise  make a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company  pursuant to the 4/05 Warrants),  (B) subdivides  outstanding  shares of
Common Stock into a larger number of shares,  or (C) combines  (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number
of  shares,  then in each  case the  Exercise  Price  shall be  multiplied  by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  before such event and of which the denominator  shall be the number
of shares of Common  Stock  outstanding  after  such  event,  and the  number of
Warrant Shares shall be adjusted  accordingly.  Any adjustment  made pursuant to
this Section 3(a) shall become effective  immediately  after the record date for
the  determination  of  Stockholders   entitled  to  receive  such  dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision, combination or reclassification.

         Fundamental  Transaction.  If, at any time  while the 4/05  Warrant  is
outstanding there is a Fundamental  Transaction,  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such  Fundamental  Transaction,  the  holder of the  number of  Warrant
Shares then  issuable  upon  exercise in full of this  Warrant  (the  "Alternate
Consideration").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the  holder of the 4/05  Warrant  shall be given the same  choice as to the
Alternate  Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction.  At the holder's option and request, any successor
to the Company or surviving entity in such Fundamental  Transaction  shall issue
to the  Holder  a new  warrant  substantially  in the form of this  Warrant  and
consistent  with the foregoing  provisions  and evidencing the Holder's right to
purchase the  Alternate  Consideration  for the  aggregate  Exercise  Price upon
exercise  thereof.  The terms of any  agreement  pursuant to which a Fundamental


                                       57


Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (b) and
insuring that the Warrant (or any such  replacement  security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
Within five Trading Days after entering into a definitive agreement with respect
to a cash-out  merger  (the  "Cash-Out  Merger "), the Company  shall  deliver a
notice to the Holder  informing the Holder of such  transaction  (such notice, a
"Cash-Out  Notice").  At 5:30 p.m. (New York City time) by the twentieth Trading
Day after such Holder receives the Cash-Out Notice ("Cash-Out Date"), the Holder
shall  notify the Company of its  decision to either (1) exercise the portion of
this Warrant not  exercised  prior thereto or (2) to receive from the Company an
amount in cash equal to the product of (A) the difference  between $1.65 and the
Exercise Price,  multiplied by (B) the number of Warrant Shares as to which this
Warrant  has not been  exercised  prior  thereto.  The  failure of the Holder to
notify the  Company of its  election  hereunder  by the  Cash-Out  Date shall be
treated as an election under clause (2) in the immediately  preceding  sentence,
and this warrant  shall then only  represent the right to receive such funds and
shall no longer be exercisable for Common Stock.  The cash payable to the Holder
pursuant to clause (2) above shall be paid to the  Holder,  against  delivery of
such  Holder's  Warrant to the Company,  as and when the  consideration  for the
cash-out  merger is  distributed  to all holders of Common Stock.  The foregoing
shall be contingent upon the closing of the Cash-Out Merger.

Voting Agreements and Pledge Agreement

         The 4/05  Investors  received  Voting  Agreements  from Company  common
stockholders  representing  31.4% of the issued and outstanding  common stock of
the Company. The parties to the Voting Agreements agreed to vote in favor of the
Reverse Stock Split, and the issuance of common stock upon the conversion of the
Series C Preferred Stock and the exercise of the 4/05 Warrants.  Messrs. William
Goldstein,  and Michael  Pruitt,  and P. Roger Byer, who are executive  officers
and/or directors of the Company, are parties to such Voting Agreements.

         William  Goldstein,  the  Company's  Chairman and CEO, also pledged his
holdings  in the  Company's  stock to the 4/05  Investors  as  security  for the
affirmative  vote on  these  matters  by the  Company's  stockholders.  The 4/05
Investors  also received  Lock-Up  Agreements  from Common  Stockholders  of the
Company that held 14% of the Common Stock  restricting  them from selling  their
shares of Common Stock until the date  following  the record date for the annual
meeting, or the date following the annual meeting.

Board Recommendation

         For the reasons  outlined  above,  the Board  recommends a vote FOR the
proposal to approve,  to the extent  required for  compliance  with the American
Stock  Exchange  rules,  issuance of additional  shares of the Company's  Common
Stock as  needed  for full  conversion  of the  Company's  Series C  Convertible
Preferred  Stock  and  exercise  of the  Company's  Warrants  sold in a  private
placement in April 2005.


                                       58


                                   PROPOSAL 6

      TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
     TO EFFECT A 1 FOR 10 REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
           AND REDUCE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

         The Company's Board of Directors has adopted a resolution approving the
amendment of the Company's Certificate of Incorporation to effectuate a 1 for 10
reverse stock split of the Company's  Common Stock (the "Reverse  Stock Split").
The form of proposed amendment is attached to this proxy statement as Exhibit B.
The  reverse  stock  split  amendment  will  effect the  reverse  stock split by
reducing  the  number of  outstanding  shares  of  common  stock by the ratio of
1-for-10,  but will not increase the par value of our common stock. It will also
reduce the number of authorized  shares of our common stock from  200,000,000 to
50,000,000.  If the  Stockholders  approve the Reverse Stock Split,  the Reverse
Stock Split would become  effective on the date of filing of an amendment to the
Certificate of Incorporation with the Delaware Secretary of State.

Reasons for the Reverse Stock Split

         Under the 4/05 Securities Purchase  Agreement,  the Company is required
to use its best efforts to obtain the approval of its stockholders to effect the
Reverse Stock Split.  Accomplishing  the Reverse Stock Split is required for the
Company's  Series C Preferred  Stock to convert  into  Common  Stock and for the
Company to avoid  having to redeem the Series C  Preferred  Stock in April 2006.
Also,  the Reverse  Stock Split is likely  required  to maintain  the  Company's
common stock listing on the American Stock Exchange.  The Company's common stock
is currently  listed on the  American  Stock  Exchange.  The  continued  listing
criteria of the American Stock Exchange requires,  among other things,  that the
Company's  common  stock  maintain  a  closing  bid price in excess of $1.00 per
share.  The Company  believes  the  trading  price of its common  stock,  if not
addressed, could result in delisting proceedings by the Amex.

         The  Company's  Board of Directors  has  determined  that the continued
listing  of our  common  stock on the  American  Stock  Exchange  is in the best
interests  of our  stockholders.  If our  common  stock were  delisted  from the
American Stock Exchange,  the Company believes that the liquidity in the trading
market for its common stock would be significantly decreased, which would likely
reduce the trading price and increase the transaction costs of trading shares of
our common  stock.  Delisting  of the  Company's  common stock from the American
Stock  Exchange  could also have adverse  results to the Company  under the 9/04
Securities  Purchase  Agreement and related  agreements,  such as triggering the
rights of the Series A  Preferred  to  require  redemption  of their  shares and
payment of liquidated damages.

         The Board also  believes  that the  decrease in the number of shares of
the Company's  Common Stock  outstanding  as a consequence  of the Reverse Stock
Split,  and the  anticipated  increase in the per share  price of the  Company's
Common  Stock,  could  encourage  interest  in the  Company's  Common  Stock and
possibly promote greater liquidity for the Company's Stockholders, although such
liquidity  could  be  adversely   affected  by  the  reduced  number  of  shares
outstanding after the Reverse Stock Split.

         There can be no  assurances,  however,  that the foregoing  events will
occur, or that the market price of the Company's Common Stock  immediately after
the Reverse Stock Split will be maintained for any period of time.  Although the
Reverse  Stock Split will not, by itself,  impact our assets or  prospects,  the
reverse  split could result in a decrease in the  aggregate  market value of our
common stock.  Moreover,  there can be no assurance that the market price of the
Company's  Common Stock after the Reverse Stock Split will adjust to reflect the
exchange  ratio or that the market price  following the Reverse Stock Split will
either exceed or remain in excess of the current market price.


                                       59


Principal Effects of a Reverse Stock Split

         The Board of  Directors  has  proposed a 1 for 10 reverse  split of the
Company's  Common  Stock.  If  approved,  upon the filing of an amendment to the
Company's  Certificate of  Incorporation  effectuating  the Reverse Stock Split,
each share of the  Company's  Common  Stock  outstanding  as of the record  date
chosen by the Board will,  immediately  and  automatically,  be changed into one
tenth (1/10) of a share of the Company's  Common Stock. In addition,  the number
of shares of the Company's Common Stock subject to outstanding options, warrants
and other  convertible  securities  issued by the  Company  will be reduced by a
factor  of  ten,  and  the  exercise  or   conversion   price  thereof  will  be
proportionately  increased  by a factor  of ten.  No  fractional  shares  of the
Company's  Common  Stock will be issued in  connection  with the  Reverse  Stock
Split.  Holders of the  Company's  Common  Stock who would  otherwise  receive a
fractional  share of the  Company's  Common Stock  pursuant to the Reverse Stock
Split will receive cash in lieu of the fractional  share as explained more fully
below.  The par value of the  Company's  Common Stock would remain  unchanged at
$.04 per share. The number of authorized common shares will also be reduced from
200,000,000 to 50,000,000. In addition, if the Reverse Split is effected and the
volume   weighted   average  price  for  the  20  trading  days   following  the
effectiveness of the Reverse Stock Split is less than $5.50,  then the effective
conversion  price  of the  Company's  Series  C  Preferred  Stock  and  Series A
Preferred  Stock will be reset to such lower average  price,  and the conversion
price of the Company's  $12.5  million  Convertible  Promissory  Notes issued to
OneTravel,  Inc.  stockholders will be reset to 125% of such average price. (See
Proposal 5 above for a description of the Series C Preferred  Stock and Proposal
7 below for a description of the $12.5 million Convertible Promissory Notes).

         If this proposal is approved by the Stockholders the Board of Directors
will fix a record date for  determination of shares subject to the Reverse Stock
Split.

         Because  the  Reverse  Stock  Split  would  apply  to  all  issued  and
outstanding  shares of the  Company's  Common  Stock and  outstanding  rights to
purchase the  Company's  Common Stock or to convert  other  securities  into the
Company's  Common  Stock,  the Reverse  Stock Split would not alter the relative
rights  and  preferences  of  existing  Stockholders.   Because  the  number  of
authorized  shares  of the  Company's  Common  Stock  would  be  proportionately
reduced,  the amendment would not increase the proportionate number of shares of
the  Company's  Common  Stock  available  for future  issuances  by the Board of
Directors.

         Upon the effectuation of the Reverse Stock Split some  Stockholders may
own less than one hundred  shares of the Company's  Common Stock.  A purchase or
sale of less than one hundred  shares (an "odd lot"  transaction)  may result in
incrementally  higher trading costs through certain brokers,  particularly "full
service" brokers.  Therefore,  those  Stockholders who own less than one hundred
shares  following  the Reverse  Stock  Split may be  required to pay  moderately
higher  transaction costs should they then determine to sell their shares of the
Company's Common Stock.

         Stockholders  have  no  right  under  Delaware  law  or  the  Company's
Certificate of  Incorporation or By-Laws to dissent from the Reverse Stock Split
or to dissent from the payment of cash in lieu of issuing fractional shares.

Cash Payment in Lieu of Fractional Shares

         If the Reverse  Stock Split is approved by the  Stockholders,  upon the
effectuation  thereof  no  fractional  shares  would be  issued.  In lieu of any
fractional  shares  to  which a  holder  of the  Company's  Common  Stock  would


                                       60


otherwise be entitled as a result of the Reverse Stock Split,  the Company would
pay cash equal to such  fractional  share  multiplied by the average of the high
and low trading  prices of the Common  Stock (as adjusted to reflect the Reverse
Stock  Split)  during  regular  trading  hours  for the  five (5)  trading  days
immediately  preceding  the  effective  time of the Reverse  Stock Split,  which
amount is hereby  determined  to equal the fair market value of the Common Stock
at the effective time of the Reverse Stock Split.

Effectiveness of the Reverse Stock Split

         The reverse stock split, if approved by our  Stockholders,  will become
effective upon our filing with the Delaware  Secretary of State of a certificate
of amendment to our  certificate of  incorporation,  in  substantially  the form
attached to this proxy  statement  as Exhibit B. We expect that this filing will
take  place on or  shortly  after  the date of the  Meeting,  assuming  that our
Stockholders approve the Reverse Stock Split.

         Beginning  on the  effective  date of the  Reverse  Stock  Split,  each
certificate  representing  shares of our  common  stock  will be deemed  for all
corporate  purposes to  evidence  ownership  of the reduced  number of shares of
common stock  resulting  from the Reverse  Stock Split.  Following the effective
date,  stockholders  will be notified by a press release of the effectiveness of
the  Reverse  Stock  Split and will be sent  instructions  as to how and when to
surrender their certificates representing shares of our common stock in exchange
for certificates or other evidence  representing the reduced number of shares of
our common stock  resulting from the Reverse Stock Split.  We intend to use Olde
Monmouth  Stock  Transfer Co., Inc. as our exchange agent to effect the exchange
of  certificates  following the reverse stock split.  No service charges will be
payable by the Stockholders in connection with the exchange of certificates. All
of these expenses will be borne by the Company.  Stockholders should not destroy
any stock  certificates  and should not submit any  certificates  to the Company
until requested to do so.

Certain Federal Income Tax Consequences

         The following is a summary of certain  material  United States  federal
income tax  consequences of the reverse stock split. It does not purport to be a
complete  discussion  of all of the possible  United States  federal  income tax
consequences of the reverse stock split and is included for general  information
only.  Further,  it does not address any state, local or foreign income or other
tax  consequences.  This  discussion  does not address the tax  consequences  to
holders  that are  subject  to  special  tax  rules,  such as  banks,  insurance
companies,  regulated investment companies,  personal holding companies, foreign
entities, nonresident alien individuals, broker-dealers and tax-exempt entities.
It also  assumes  that the shares of our common  stock held by our  stockholders
before the reverse  stock split  were,  and the shares of our common  stock held
after the reverse  stock split will be, held as "capital  assets," as defined in
the  Internal  Revenue  Code of 1986  (that  is,  generally,  property  held for
investment).  The tax treatment to a  stockholder  may vary  depending  upon the
particular  facts  and  circumstances  of that  stockholder.  Furthermore,  this
discussion is based on the  provisions of the United States  federal  income tax
law in effect on the date of this proxy  statement,  which are subject to change
retroactively  as well as  prospectively,  and is not  binding  on the  Internal
Revenue Service or the courts.

         In general,  the federal income tax  consequences  of the Reverse Stock
Split will vary among Stockholders  depending upon whether they receive cash for
fractional  shares or solely a reduced number of shares of the Company's  Common
Stock in  exchange  for their old  shares of the  Company's  Common  Stock.  The
Company  believes  that because the Reverse Stock Split is not part of a plan to
increase  periodically a Stockholder's  proportionate  interest in the Company's
assets or earnings  and  profits,  the Reverse  Stock Split will likely have the
following federal income tax effects:


                                       61


         *        A Stockholder  who receives  solely a reduced number of shares
                  of the Company's Common Stock will not recognize gain or loss.
                  In the aggregate,  such a  Stockholder's  basis in the reduced
                  number of shares of the Company's  Common Stock will equal the
                  Stockholder's  basis in its old shares of the Company's Common
                  Stock.

         *        A Stockholder who receives cash in lieu of a fractional  share
                  as a result of the  Reverse  Stock  Split  will  generally  be
                  treated as having  received the payment as a  distribution  in
                  redemption  of the  fractional  share,  as provided in Section
                  302(a) of the Code, which distribution will be taxed as either
                  a distribution under Section 301 of the Code or an exchange to
                  such Stockholder,  depending on that Stockholder's  particular
                  facts and circumstances.  Generally,  a Stockholder  receiving
                  such a  payment  would  recognize  gain or loss  equal  to the
                  difference,  if any,  between the amount of cash  received and
                  the  Stockholder's  basis  in  the  fractional  share.  In the
                  aggregate, such a Stockholder's basis in the reduced number of
                  shares  of  the   Company's   Common   Stock  will  equal  the
                  Stockholder's  basis in its old shares of the Company's Common
                  Stock decreased by the basis allocated to the fractional share
                  for which such Stockholder is entitled to receive cash.

         *        The Company will not recognize any gain or loss as a result of
                  the Reverse Stock Split.

         We have included the federal  income tax discussion set forth above for
your general information only, and it may not be applicable  depending upon your
particular  situation.  You should  consult your own tax advisor with respect to
the tax  consequences  to you of the  reverse  stock  split,  including  the tax
consequences  under  state,  local,  foreign,  and other  tax laws and  possible
effects of changes in federal or other tax laws.

Board Recommendation

         For the reasons  outlined  above,  the Board  recommends a vote FOR the
approval of an  amendment  to the  Company's  Certificate  of  Incorporation  to
effectuate a 1 for 10 reverse split of the Company's  authorized and outstanding
Common Stock and to reduce the authorized common stock to 50,000,000 shares.


                                       62


                                   PROPOSAL 7

    TO APPROVE, TO THE EXTENT REQUIRED FOR COMPLIANCE WITH THE AMERICAN STOCK
    EXCHANGE RULES, THE ISSUANCE OF ADDITIONAL SHARES OF THE COMPANY'S COMMON
   STOCK AS NEEDED FOR FULL CONVERSION OF THE COMPANY'S AGGREGATE $12,500,000
     SECURED PROMISSORY NOTES ISSUED FOR THE ACQUISITION OF ONETRAVEL, INC.

Description of Transaction

         On April 15, 2005, the Company  closed a transaction  through which its
wholly owned  subsidiary,  OT Acquisition  Corporation,  ("Sub") merged with and
into OneTravel,  Inc. ("OneTravel").  Pursuant to the terms of the Agreement and
Plan of  Merger  dated  February  10,  2005  for the  acquisition  (the  "Merger
Agreement") the OneTravel stockholders received (i) $13 million, plus or minus a
working capital  adjustment,  and (ii) a six month,  interest free,  convertible
promissory  note in the  principal  amount  of $12.5  million  (the  "Promissory
Note").  The Promissory Note is convertible  into the Company's  Common Stock at
the option of the  note-holder  at a conversion  price per share of Common Stock
equal to the lesser of (a) $.6875 or (b) if the Conversion Price of the Series C
stock is reset as a consequence  of the Reverse  Stock Split,  then 125% of such
Reset  Conversion  Price for the Series C Preferred  Stock.  The Company has the
right to extend the  maturity of the  Promissory  Note by up to five months upon
payment of an extension fee to the  note-holders  of $125,000 per each one month
extension.

         The  Company  has agreed to file  registration  statement  with the SEC
registering for resale all shares of the Company's  Common Stock  underlying the
Promissory Note.

         The merger transaction was approved by the Company's Board of Directors
on February 7, 2005. The Company's Promissory Note was issued, and the shares of
Common Stock  underlying the Promissory  Note,  will be issued,  pursuant to the
exemption from  registration  provided by Section 4(2) of the Securities Act, as
amended, and Regulation D promulgated under the Securities Act.

American Stock Exchange Approval Rule

         The Company's  Common Stock is listed for trading on the American Stock
Exchange and therefore,  is subject to the Rules of the American Stock Exchange.
Pursuant to the American Stock  Exchange  Constitution  and Rules,  Section 712,
"the corporation is required to obtain shareholder approval as a prerequisite to
approval  of  applications  to list  additional  shares  to be issued as sole or
partial  consideration  for an  acquisition  of the stock or  assets of  another
company . . . where the  present  or  potential  issuance  of common  stock,  or
securities  convertible  into  common  stock,  could  result in an  increase  in
outstanding  common shares of 20% or more." As of April 14, 2005, a day prior to
closing of the merger  transaction,  the Company had 29,219,112 shares of Common
Stock issued and outstanding. Generally, in making a determination regarding the
shareholder  approval on the 20% rule,  the American Stock Exchange will compute
the number of shares to be obtained by utilizing the lowest possible  conversion
ratio and will  rely on the  number  of  shares  outstanding  at the time of the
offering.  The issuance of shares of Common Stock in connection  with the merger
transaction  upon  conversion of the Promissory Note could result in an increase
in the Company's outstanding Common Stock of 20% or more. Therefore, shareholder
approval is required  regarding  issuances of Common Stock greater than or equal
to 20% of the  Company's  outstanding  Common  Stock as of April  14,  2005,  in
connection with the merger transaction upon conversion of the Promissory Note.


                                       63


         In the event that  shareholder  approval is not obtained the Promissory
Note  issued in the merger  transaction  may not be  converted,  and the Company
would not be able to satisfy the Promissory Note by issuing common stock.

Board Recommendation

         For the reasons  outlined  above,  the Board  recommends a vote FOR the
proposal to approve,  to the extent  required for  compliance  with the American
Stock Exchange rules, the issuance of additional  shares of the Company's Common
Stock  for  full  conversion  of the  Company's  aggregate  $12,500,000  Secured
Promissory Notes issued for the acquisition of OneTravel, Inc.


                                       64


                                  OTHER MATTERS

         Other  Business - The Board does not know of any other matters that may
come before the  Meeting.  If any other  matters are  properly  presented to the
Meeting,  it is the intention of the persons named in the accompanying  proxy to
vote,  or  otherwise  to act,  in  accordance  with their best  judgment on such
matters.

         Stockholders  Proposals - Under SEC Rule 14a-8,  stockholder  proposals
for the annual meeting of  stockholders  to be held in 2006 will not be included
in the Proxy  Statement  for that  meeting  unless  the  proposal  is proper for
inclusion  in the  Proxy  Statement  and for  consideration  at the next  annual
meeting of stockholders,  and is received by the Secretary of the Company at the
Company's executive offices, which are located at 6836 Morrison Boulevard, Suite
200,  Charlotte,  NC 28211, no later than  __________,  2005,  which is 120 days
before  the  anniversary  date  of  the  release  of  this  proxy  statement  to
stockholders.  Stockholders must also follow the other procedures  prescribed in
SEC Rule 14a-8 under the Exchange Act.

         Annual  Report  to  Stockholders  -  The  Company's  Annual  Report  to
Stockholders  for the year ended June 30, 2004,  containing  financial and other
information  pertaining  the Company,  is being  furnished  to the  stockholders
simultaneously with this Proxy Statement.

         Annual Report on Form 10-K - The Company will furnish without charge to
any  stockholder as of the record date a copy of the Company's  Annual Report on
Form 10-KA for the year ended June 30, 2004, as filed with the SEC. Requests for
such  materials  should be made in writing and directed to RCG  Companies,  6836
Morrison Boulevard, Suite 200, Charlotte, NC 28211, Attention: Controller.

         Whether or not you plan to attend, you are urged to complete,  sign and
return the enclosed proxy in the accompanying  envelope.  A prompt response will
greatly  facilitate  arrangements for the Meeting,  and your cooperation will be
appreciated.   Stockholders  who  attend  the  Meeting  may  vote  their  shares
personally even though they have sent in their proxies.


                                       65


                                                                      Appendix A

                            CHARTER OF THE NOMINATING
                                       AND
                         CORPORATE GOVERNANCE COMMITTEE
                                       OF
                             THE BOARD OF DIRECTORS
                          OF RCG COMPANIES INCORPORATED

I.       PURPOSE OF THE COMMITTEE

The  purposes  of  the  Nominating  and  Corporate   Governance  Committee  (the
"Committee")   of  the  Board  of  Directors  (the  "Board")  of  RCG  Companies
Incorporated  (the  "Company")  shall be to recommend  to the Board  individuals
qualified to serve as directors of the Company and on  committees  of the Board;
to advise  the Board  with  respect  to the Board  composition,  procedures  and
committees;  to develop and recommend to the Board a set of corporate governance
principles applicable to the Company; and to oversee the evaluation of the Board
and the Company's management.

II.      COMPOSITION OF THE COMMITTEE

The  Committee  shall  initially be comprised  of two  directors  who qualify as
independent directors  ("Independent  Directors") under the listing standards of
The American Stock Exchange (the "AMEX").  The Board shall  designate one member
of the Committee as its Chairperson.

The number and  identities of directors  comprising the members of the Committee
shall be determined  from time to time by resolution of the Board.  Vacancies on
the Committee  shall be filled by majority vote of the Board at the next meeting
of the Board following the occurrence of the vacancy.

III.     MEETINGS AND PROCEDURES OF THE COMMITTEE

The Committee  shall meet as often as it deems necessary in order to perform its
responsibilities.  The Chairperson of the Committee or a majority of the members
of the Committee may call a special meeting of the Committee.  A majority of the
members of the Committee  present in person or by telephone  shall  constitute a
quorum.

The Committee may form  subcommittees  for any purpose that the Committee  deems
appropriate and may delegate to such  subcommittees  such power and authority as
the Committee deems appropriate;  provided,  however, that no subcommittee shall
consist of fewer than two members; and provided further that the Committee shall
not  delegate  to a  subcommittee  any power or  authority  required by any law,
regulation or listing standard to be exercised by the Committee as a whole.

The  Committee  may request  that any  directors,  officers or  employees of the
Company,  or other persons whose advice and counsel are sought by the Committee,
attend any meeting of the Committee to provide such pertinent information as the
Committee requests.

Following  each of its  meetings,  the  Committee  shall  deliver to the Board a
meeting  report,  which  includes  a  description  of all  actions  taken by the
Committee  at the  meeting.  The  Committee  shall keep  written  minutes of its
meetings,  which minutes  shall be maintained  with the books and records of the
Company.

IV.      DUTIES OF THE COMMITTEE

A.       Board Candidates and Nominees

With respect to Board  candidates  and nominees,  the  Committee  shall have the
following goals and responsibilities:


                                       1


         (a) To establish procedures for evaluating the suitability of potential
director nominees proposed by management or shareholders,  including  conducting
all necessary and appropriate  inquiries into the background and  qualifications
of potential candidates.

         (b) To consider  questions of  independence  and  conflicts of interest
pertaining to members of the Board.

         (c) Except  where the  Company  is  legally  required  by  contract  or
otherwise to provide third parties with the ability to nominate  directors,  the
Committee shall  recommend to the Board for approval by the  stockholders at the
annual meeting, or by the Board to fill vacancies,  the director nominees, which
recommendations  shall be consistent with the Board's criteria for selecting new
directors.  Such criteria include the possession of such knowledge,  experience,
skills,  expertise and diversity so as to enhance the Board's  ability to manage
and direct the affairs and business of the Company,  including, when applicable,
to enhance the ability of committees of the Board to fulfill their duties and/or
to satisfy any  independence  requirements  imposed by law,  regulation  or AMEX
listing requirement.

         (d) To review each director's  suitability  for continued  service when
his or her term expires and when he or she has a  significant  change in status,
including but not limited to, an employment  change, and to recommend whether or
not the director should be re-nominated.

         (e) To review and determine directors' compensation.

B.       Board Composition and Procedures

The Committee shall have the following goals and  responsibilities  with respect
to the composition and procedures of the Board as a whole:

         (a) To review annually with the Board the composition of the Board as a
whole  and  recommend,  if  necessary,  measures  to be taken so that the  Board
reflects the appropriate balance of knowledge, experience, skills, expertise and
diversity  required  for the Board as a whole and  contains at least the minimum
number of Independent Directors required by the AMEX.

         (b) To review  periodically  the size of the Board and recommend to the
Board any appropriate changes.

         (c) To make  recommendations  on the  frequency  and structure of Board
meetings.

         (d)  To  make  recommendations  concerning  any  other  aspect  of  the
procedures of the Board that the Committee  considers  warranted,  including but
not  limited  to,  procedures  with  respect  to the  waiver by the Board of any
Company rule, guideline, procedure or corporate governance principle.

C.       Board Committees

The following  shall be the goals and  responsibilities  of the  Committee  with
respect to the committee structure of the Board:

         (a) To  make  recommendations  to the  Board  regarding  the  size  and
composition of each standing committee of the Board of Directors,  including the
identification  of  individuals  qualified  to serve as members of a  committee,
including  the  Committee,  and to  recommend  individual  directors to fill any
vacancy that might occur on a committee, including the Committee.

         (b) To monitor the  functioning  of the  committees of the Board and to
make recommendations for any changes,  including the creation and elimination of
committees.

         (c) To  review  annually  committee  assignments  and the  policy  with
respect to the rotation of committee memberships and/or chairpersonships, and to
report any recommendations to the Board.


                                       2


         (d) To recommend that the Board  establish  such special  committees as
may be  desirable or  necessary  from time to time in order to address  ethical,
legal or other  matters  that may arise.  The  Committee's  power to make such a
recommendation under this Charter shall be without prejudice to the right of any
other  committee  of the  Board,  or any  individual  director,  to make  such a
recommendation at any time.

D.       Chief Executive Officer

The Committee  shall make  recommendations  to the Board regarding the selection
and  replacement,  if  necessary,  of the  CEO  and  periodically  evaluate  the
performance  of the CEO. The  Committee  shall  review and  evaluate  succession
planning for the CEO and other executive officer positions.

E.       Corporate Governance

With  respect to  corporate  governance,  the  following  shall be the goals and
responsibilities of the Committee:

         (a) To develop  and review  periodically,  and at least  annually,  the
corporate  governance  principles  adopted by the Board to assure  that they are
appropriate for the Company and comply with the requirements of the AMEX, and to
recommend any desirable changes to the Board.

         (b) To consider  the  adequacy of the  Articles  of  Incorporation  and
Bylaws of the Company and recommend amendments to such organizational documents,
if necessary.

         (c) To ensure that at each annual  meeting,  and at other regular Board
meetings if necessary, the Independent Directors meet in executive session prior
to the conclusion of such meetings.

         (d) To consider any other corporate  governance and ethical issues that
arise from time to time,  and to  develop  appropriate  recommendations  for the
Board.

V.       EVALUATION OF THE BOARD

The Committee  shall be responsible  for overseeing the evaluation of individual
directors and the Board as a whole. The Committee shall establish  procedures to
allow it to exercise this oversight function.

VI.      EVALUATION OF THE COMMITTEE

The Committee  shall, on an annual basis,  evaluate its  performance  under this
Charter.  In conducting this review,  the Committee shall evaluate  whether this
Charter  appropriately  addresses  the matters  that are or should be within its
scope.  The Committee  shall  address all matters that the  Committee  considers
relevant to its  performance,  including at least the  following:  the adequacy,
appropriateness and quality of the information and recommendations  presented by
the Committee to the Board;  the manner in which they were discussed or debated;
and whether the number and length of meetings of the Committee were adequate for
the Committee to complete its work in a thorough and thoughtful manner.

The Committee  shall deliver to the Board a report  setting forth the results of
its  evaluation,  including any  recommended  amendments to this Charter and any
recommended changes to the Company's or the Board's policies or procedures.

VII.     INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters
within  the  Committee's  scope  of  responsibilities,  and may  retain,  at the
Company's  expense,  such  independent  counsel  or other  advisers  as it deems
necessary.  The Committee  shall have the sole  authority to retain or terminate
any search firm to be used to identify director  candidates,  including the sole
authority to approve the search firm's fees and other retention terms, such fees
to be borne by the Company.


                                       3


                                                                         [PROXY]

                           RCG COMPANIES INCORPORATED

         6836 MORRISON BLVD., SUITE 200, CHARLOTTE, NORTH CAROLINA 28211

                         PROXY FOR THE ANNUAL MEETING OF
                    STOCKHOLDERS TO BE HELD ON JUNE 24, 2005

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                BOARD OF DIRECTORS OF RCG COMPANIES INCORPORATED

         The  undersigned  holder of shares  of  Common  Stock of RCG  COMPANIES
INCORPORATED, a Delaware corporation (the "Company"), hereby appoints William A.
Goldstein and Marc Bercoon,  and each of them, with full power of  substitution,
the proxies and attorneys of the undersigned, to vote as specified hereon at the
Annual Meeting of Stockholders  (the "Meeting") of the Company to be held at the
Westin,  located at 3391 Peachtree Road NE,  Atlanta,  Georgia,  on June 2005 at
9:30 a.m., local time, and at any adjournments or  postponements  thereof,  with
all  powers  (other  than the power to  revoke  the proxy or vote the proxy in a
manner not  authorized by the executed form of proxy on the reverse side hereof)
that the undersigned would have if personally present at the Meeting,  to act in
the undersigned's  discretion upon any other matter or matters that may properly
be brought  before the  Meeting  and to appear and vote all the shares of Common
Stock  of the  Company  that  the  undersigned  may be  entitled  to  vote.  The
undersigned  hereby  acknowledges  receipt of the accompanying  Proxy Statement,
Annual Report on Form 10-K/A for the fiscal year ended June 30, 2004, and hereby
revokes any proxy or proxies heretofore given by the undersigned relating to the
Meeting.

         This proxy may be revoked at any time prior to the voting thereof.

           THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL

         The Board of Directors recommends a vote FOR the following proposals:

1.       To elect the eight  nominees  listed below to the Board of Directors of
         the Company.

         |_|  FOR all nominees                      |_| WITHHOLD AUTHORITY to
              (except as marked below)                  vote for all nominees

         NOMINEES:  Jeffrey  F.  Willmott,  Michael  D.  Pruitt,  Dr.  James  A.
         Verbrugge,  P. Roger Byer, J. Michael  Carroll,  William A.  Goldstein,
         Ronald Attkisson, and John J. Sicilian.

         INSTRUCTIONS:  To withhold authority to vote for any nominee, enter the
         name of such nominee in the space provided below:


--------------------------------------------------------------------------------

                 (Continued and to be signed on the other side)


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2.       To ratify the  Company's  selection  of BDO Seidman LLP as  independent
         registered accounting firm for the fiscal year ending June 30, 2004.

         |_| FOR                    |_| AGAINST               |_| ABSTAIN

3.       To approve,  to the extent  required for  compliance  with the American
         Stock  Exchange  rules,  the  issuance  of  additional  shares  of  the
         Company's  common stock in connection with the Company's  February 2005
         acquisition  of  Farequest  Holdings,  Inc.,  as  needed  for  full (i)
         conversion  of  the  Company's  Series  B 6%  Redeemable  Participating
         Preferred  Stock into  Common  Stock;  (ii)  payment  of the  Company's
         $6,037,872  Promissory  Note with 3,018,936  shares of Common Stock for
         the principal  amount plus payment of interest of 4% per year in shares
         of Common Stock as needed, and (iii) issuance of shares of Common Stock
         as needed in full  satisfaction of the Contingent Shares payable to the
         Farequest Holdings, Inc. former shareholders.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN

4.       To approve,  to the extent  required for  compliance  with the American
         Stock Exchange  rules,  issuance of additional  shares of the Company's
         Common Stock as needed for the full conversion of the Company's  Series
         A  6%  Convertible   Preferred  Stock  and  exercise  of  Warrants  and
         Additional  Investment  Rights  sold in a  private  placement  offering
         completed by the Company in September 2004 and Warrants sold in private
         placement  offerings  completed  by the  Company  in  October  2003 and
         February 2005 and adjusted in April 2005.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN

5.       To approve,  to the extent  required for  compliance  with the American
         Stock Exchange  rules,  issuance of additional  shares of the Company's
         Common Stock as needed for full  conversion of the  Company's  Series C
         Convertible Preferred Stock and exercise of the Company's Warrants sold
         in a private placement in April 2005.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN

6.       To approve an amendment to the Company's  Certificate of  Incorporation
         effecting a 1 for 10 reverse  split of the  Company's  Common Stock and
         reduction of the authorized Common Stock.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN

7.       To approve,  to the extent  required for  compliance  with the American
         Stock  Exchange  rules,  the  issuance  of  additional  shares  of  the
         Company's  Common Stock as needed for full  conversion of the Company's
         aggregate   $12,500,000   Secured   Promissory  Notes  issued  for  the
         acquisition of OneTravel, Inc.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN

8. To transact such other business as may properly come before the Meeting.

         |_|  FOR          |_|  AGAINST              |_|  ABSTAIN


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UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR THE PROPOSALS
ABOVE.

                                    Dated:         _______________, 2005


                                    -------------------------------------------
                                    Signature


                                    -------------------------------------------
                                    Signature if jointly held


                                    Please  date  and  sign  as  name   appears
                                    hereon.    When    signing   as   Executor,
                                    Administrator,    Trustee,    Guardian   or
                                    Attorney,  please  give full title as such.
                                    If  a  corporation,  please  sign  in  full
                                    corporate   name  by   president  or  other
                                    authorized    corporate   officer.   If   a
                                    partnership,  please  sign  in  partnership
                                    name by  authorized  person.  Joint  owners
                                    should each sign.


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