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Governing Law: Illinois     Date: 3/31/2005

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Exhibit 10.29


                                BRIDGE LOAN NOTE



ROSEMONT, ILLINOIS                                              NOVEMBER 15, 2000


     FOR   VALUE   RECEIVED,   the   undersigned,   AROUND   THE WORLD TRAVEL, INC., a

Florida   corporation   ("Maker"),   hereby promises to pay to the order of GALILEO

INTERNATIONAL,   L.L.C.,   a   Delaware   limited   liability company ("Lender"), the

principal sum of SIX MILLION AND NO/100THS DOLLARS ($6,000,000.00), or, if less,

the aggregate unpaid amount of the Bridge Loan made by Lender pursuant to and in

accordance   with   the applicable provisions of that certain Amended and Restated

Loan   Agreement   dated   as   of   November   _,   2000   (as the same may be amended,

modified,   supplemented   or   restated   from time to time, the "Loan Agreement"),

between   Maker   and   Lender,   together   with   its successors and assigns, at the

office of Lender at 9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018,

or   at   such other place as the holder hereof may appoint, plus interest thereon

as   set   forth   below.


     This   Bridge Loan Note (this "Note") is the Bridge Loan Note referred to in

the   Loan   Agreement   and   is   delivered   by   Maker to Lender pursuant to and in

accordance with the applicable provisions of the Loan Agreement. All capitalized

terms   used   but not elsewhere defined herein shall have the respective meanings

ascribed   to   such   terms   in   the   Loan   Agreement.


     The   Principal   Balance   of   this Note shall bear interest at the per annum

rate   of   interest   set   forth   in   subsection   2.4.1   of   the   Loan   Agreement.


     Accrued   and   unpaid   interest   on, and the Principal Balance of, this Note

shall   be   paid   in   the   manner set forth in Section 2.5 of the Loan Agreement.


     Interest   shall   be:   (i) computed on the basis of a year consisting of 360

days   and (ii) charged for the actual number of days during the period for which

interest   is   being   charged.


     During a Default Rate Period, the Principal Balance of this Note shall bear

interest   at the Default Rate, which interest at such Default Rate shall be paid

by   Maker   to   Lender   immediately   upon   demand.


     Subject   to   the   provisions   of   Section 8.2 of the Loan Agreement, at the

election   of   the   holder   hereof,   upon   the occurrence of an Event of Default,

without   further   notice   or demand, the Principal Balance of this Note, and all

accrued   and   unpaid   interest   thereon, shall be and become immediately due and

payable   in   full. Failure to exercise this option shall not constitute a waiver

of   the   right   to   exercise   the   same   in the event of any subsequent Event of

Default, and such failure shall not be deemed to establish a custom or course of

dealing   or   performance   between   Maker   and   Lender.


     This Note shall or may be prepaid, in whole or in part, at the times and in

accordance   with   Section   2.7   of   the   Loan   Agreement.


     All   funds   received   by Lender during the existence of an Event of Default

shall   be   applied in the manner set forth in Section 8.4 of the Loan Agreement.


     All   payments   to   be   made by Maker pursuant to this Note shall be made in

accordance   with   the   instructions   therefor   set   forth in the Loan Agreement.

Payment   shall   not be deemed to have been received by Lender until Lender is in

receipt   of   Good   Funds.




     Notwithstanding   any   provision   to the contrary contained herein or in any

other   Loan   Instrument,   Lender   shall   not   collect   a rate of interest on any

obligation   or   liability   due   and   owing   by   Maker to Lender in excess of the

maximum   contract   rate   of   interest   permitted   by applicable law. If any such

excess   interest   is   provided   for   or   determined   by   a   court   of   competent

jurisdiction   to   have   been   provided   for   in   this   Note   or   any   other Loan

Instrument,   then   in   such event the provisions of subsection 2.4.4 of the Loan

Agreement   shall   apply.


     If   any   suit   or action is instituted or attorneys are employed to collect

this   Note   or   any   part thereof, Maker promises and agrees to pay all costs of

collection,   including   all   court   costs   and   reasonable   attorneys'   fees.


     Except   as   pro

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