ALLIANCE AGREEMENT

Exhibit 10.38

ALLIANCE AGREEMENT

This alliance agreement (“Alliance Agreement”) is made and entered into as of February 9, 2006 (“Effective Date”), by and between TRX, Inc., a Georgia corporation (“TRX”) and E2E SerWiz Solutions Limited, a corporation formed under the laws of India (“SWS”).

WHEREAS, TRX, Inc. and its wholly owned subsidiary, TRX Fulfillment Services, LLC, entered into that certain Shared Services Agreement with SWS, effective as of November 1, 2005, which relates to certain services provided to [*] by TRX and SWS (the “Shared Services Agreement”).

WHEREAS, TRX and SWS enter into this agreement to memorialize an alliance agreement between TRX and SWS related to future business opportunities of the parties. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Shared Services Agreement.

NOW, THEREFORE, for and in consideration of the agreements set forth below, TRX and SWS agrees as follows:

1. TRX Referrals to SWS.

(a) During the Term (as defined below), so long as SWS has not breached the provisions of either the Shared Services Agreement or the SWS/[*] Agreement (which breach has not been cured in accordance with the terms of the applicable agreement), TRX and its subsidiaries and affiliates shall use their commercially reasonable efforts to encourage TRX’s present or prospective clients (the “TRX Referred Clients”) to utilize SWS for services that are the same as or substantially similar to the TRX/[*] Services. Further, if TRX solicits any entity, or if any entity approaches TRX, to provide services that are the same as or substantially similar to the TRX/[*] Services, then TRX shall [*] refer such entity to SWS, and for a period of [*] days thereafter, TRX shall not directly or indirectly assist or refer such entity to any other party. SWS shall not communicate information relating to TRX Referred Client, including, but not limited to, the identity of such TRX Referred Client or the fact that such TRX Referred Client was referred by TRX to SWS, to any of its affiliates; provided, however, SWS shall not be prevented from sharing any information about any TRX Referred Client to any of its affiliates which are subsidiaries.

(b) To the extent that SWS or any subsidiary thereof enters into an agreement to perform services or provide products for any TRX Referred Client (each a “TRX Referral Agreement”), SWS shall pay to TRX a referral fee (the “TRX Referral Fee”) for all TRX Referred Clients as follows:

(i) SWS shall pay to TRX a TRX Referral Fee equal to [*] of [*] received by SWS and its subsidiaries on account of services performed and products provided for such TRX Referred Client during the [*] of the TRX Referral Agreement;

(ii) SWS shall pay to TRX a TRX Referral Fee equal to [*] of [*] received by SWS and its subsidiaries on account of services performed and products provided for such TRX Referred Client during the [*] of the TRX Referral Agreement; and

[*] - Confidential Treatment Requested

(iii) SWS shall pay to TRX a TRX Referral Fee equal to [*] of [*] received by SWS and its subsidiaries on account of services performed and products provided for such TRX Referred Client during the [*] of the TRX Referral Agreement.

(c) Notwithstanding the provisions of Section l(b) above, (i) no TRX Referral Fee shall be due with respect to services performed and products provided by SWS and its subsidiaries for the [*] of [*]; and (ii) with respect to any TRX Referral Agreement with [*] for the [*], (A) no TRX Referral Fee shall be due with respect to services performed and products provided by SWS and its subsidiaries during the first [*] of the term of such TRX Referral Agreement, and (B) a TRX Referral Fee shall be due with respect to such services performed and products provided on or after the first [*] of the term of such TRX Referral Agreement, with the [*] period being treated as the [*] of such agreement for purposes of Section l(b), the [*] period being treated as the “[*]” of such agreement for purposes of Section l(b), and so forth through the [*] period of such agreement, which shall be treated as the “[*]” of such agreement for purposes of Section l(b).

(d) In addition to the TRX Referral Fee, for each of the [*] of each TRX Referral Agreement (including any TRX Referral Agreement with [*] for the [*]), SWS shall pay to TRX an additional referral fee (the “TRX Additional Fee”) equal to [*] of [*] received by SWS and its subsidiaries on account of services performed and products provided for such TRX Referred Client [*] by SWS and its subsidiaries. For purposes of clarification, in the calculation of the applicable fees due with respect to any TRX Referral Agreement, if, for example, the TRX Referral Agreement is in its [*] and [*] of the [*] are due to services provided by SWS [*], SWS would pay TRX the TRX Referral Fee (which would be equal to [*] of [*] received by SWS and its subsidiaries on account of all services performed and products provided for such TRX Referred Client during the [*] of the TRX Referral Agreement) plus the TRX Additional Fee (which would be equal to [*] of the [*]).

(e) No additional TRX Referral Fee or TRX Additional Fee shall be due with respect to services performed and products provided for any TRX Referred Client during the period after the [*] anniversary of the TRX Referral Agreement with such TRX Referred Client (or, in the case of a TRX Referral Agreement with [*] for the [*], the [*] anniversary).

(f) Any TRX Referral Fee and TRX Additional Fee due from SWS to TRX hereunder shall be payable [*] in arrears with respect to the preceding [*] of the applicable TRX Referral Agreement (or such shorter period as is remaining in the term of such TRX Referral Agreement). Payments shall be due within thirty (30) days after the end of the applicable [*] (or such shorter period as is remaining in the term of such TRX Referral Agreement).

[*] - Confidential Treatment Requested

(g) The TRX Referral Fee and TRX Additional Fee shall continue to be due and payable with respect to any extension or renewal term of any TRX Referral Agreement as well as with respect to new or additional agreements entered into between SWS and/or its subsidiaries and the TRX Referred Client. For purposes of clarification, in the calculation of the applicable TRX Referral Fee and TRX Additional Fee due with respect to any TRX Referral Agreement, extension or renewal periods and new or additional agreements shall be treated as having started on the first day of the initial term of the applicable TRX Referral Agreement.

(h) No TRX Referral Fee or TRX Additional Fee shall be due with respect to any TRX Referral Agreement with a stated term of less than [*] months; provided that if such TRX Referral Agreement is extended or renewed or SWS and/or i