CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER AND THAT SUCH TRANSFER IS NOT IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, TRX, Inc. (“Borrower”) unconditionally promises to pay to WorldTravel Partners I, LLC (“WTP”) on November 16, 2006 (the “Due Date”) (unless and only to the extent that this Note shall have been sooner paid off or converted as herein provided), without setoff, at its offices at 1055 Lenox Park Boulevard, Suite 420, Atlanta, Georgia 30319, or at such other place as may be designated by WTP in writing, the principal amount of Two Million Six Hundred Thousand Dollars ($2,600,000.00) together with interest computed daily on the outstanding principal balance hereunder, at an annualized interest rate equal to 7% (the “Note”).

1. Fees and Charges . Notwithstanding any other provision contained in this Note, WTP does not intend to charge and Borrower shall not be required to pay any amount of interest or other fees-or charges that are in excess of the maximum permitted by applicable law. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of WTP.

2. Conversion .

2.1 Subject to the provisions of this Section, at the option of WTP, all of the outstanding principal amount plus any accrued and due but unpaid interest under this Note may be converted, in whole, at any time on or before the Maturity Date, into shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), at the Conversion Price, determined as provided below, provided, however, if prior to such conversion the Company shall issue any other class or series of capital stock (the “Senior Stock”), WTP, at its option, may elect to convert all of the outstanding principal amount plus any accrued and due but unpaid interest under this Note into shares of the Senior Stock on the terms and conditions as set forth herein.

2.2 Upon conversion of this Note, WTP shall be entitled to receive one share of Common Stock for each Eleven Dollars and 03/100 cents ($11.03) of principal and accrued and due but unpaid interest through the Conversion Date (“Conversion Price”). As payment of accrued and unpaid but not yet due interest, at the election of the Company WTP shall be entitled to receive either (a) a number of shares of Common Stock equal to such amount of interest divided by the Conversion Price, or (b) a cash amount equal to such amount of interest. No fractional shares of Common Stock shall be issued upon the conversion of this Note. Instead of a

fraction of a share of Common Stock which would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fraction of a share of Common Stock in an amount equal to the same fractional interest of the Conversion Price. The Company shall pay all taxes and other charges in respect of the issuance of shares of Common Stock to WTP upon such conversion.

2.3 In the case that the Company shall, after the date hereof, issue or enter into an agreement to issue additional shares of Common Stock, or securities convertible into Common Stock (except for (i) shares of capital stock issued upon conversion of any shares of the Company’s preferred stock, (ii) shares of capital stock issued or issuable pursuant to options or purchase agreements, warrants, capital appreciation rights, calls, convertible shares, convertible debt securities or other rights to acquire the Company’s authorized and unissued capital stock which are outstanding on the date hereof, (iii) shares issued pursuant to options granted under the Company’s option plan after the date hereof so long as the exercise price of such options is greater than $5.51, (iv) shares of Common Stock issued pursuant to a subdivision of the Common Stock or stock dividend pursuant to which the number of shares for which this Note is convertible and the purchase price therefore are adjusted pursuant to Section 2.6 hereof, or (iv) shares of capital stock issued pursuant to the exchange, conversion or exercise of any securities convertible into Common Stock that have previously been incorporated into computations hereunder) at a purchase price per share for which Common Stock is issuable is less than the Conversion Price then in effect (the “ Dilutive Purchase Price ”), the Conversion Price then in effect shall become the Dilutive Purchase Price. Promptly after any adjustment in the Conversion Price pursuant to this Section 2.3, the Company shall give written notice to WTP of the Conversion Price following such adjustment, together with a schedule of computations of such adjustment and confirmation from the Company’s auditors of such adjustment.

2.4 In order to exercise the right of conversion pursuant to Section 2.1 above, WTP shall give written notice to the Company that WTP has elected to convert this Note. Following receipt of such conversion notice, WTP shall surrender this Note to the Company at its principal office. Upon receipt of the Note so surrendered by WTP, the Company shall issue and deliver to WTP the certificate or certificates or other document evidencing the shares of Common Stock issuable on such conversion. Such conversion shall be deemed to have been effected at the close of business on the date of surrender of the Note to the Company (the “Conversion Date”) and at such time all rights of WTP under this Note shall cease and WTP shall be deemed to have become a holder of record of the shares of Common Stock of the Company into which this Note was converted.

2.5 In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to WTP, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or rights, and the amount and character of such dividend, distribution or rights.

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2.6 Anti-Dilution Adjustments .

(a) If the Company shall at any time subdivide the outstanding shares of Common Stock or effect a forward stock split by issuing stock dividends, then the number of shares of Common Stock for which this Note is convertible immediately prior to that subdivision (the “Number of Note Shares”) shall be proportionately increased and the purchase price therefor proportionately decreased, and if the Company shall at any time combine the outstanding shares of Common Stock, then the Number of Note Shares shall be proportionately decreased and the purchase price therefor proportionately increased. Any adjustment under this Section 2 shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) If the Common Stock issuable on conversion of this Note shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), then WTP shall, upon its conversion, be entitled to receive, in lieu of the Common Stock which WTP would have become entitled to receive but for such change, that number of shares of such other class or classes of stock which is equivalent to the number of shares of Common Stock that would have been subject to receipt by WTP on conversion of this Note immediately prior to that change.

(c) If at any time there shall be a capit