CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2

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 Hogg Robinson Holdings BV (“Hogg”) on November      , 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 Abbey House 282 Farnborough Road, Farnborough Hampshire GUl4 7NJ, c/o the Chief Executive Officer of Hogg Robinson PLC, or at such other place as may be designated by Hogg in writing, the principal amount of One Million Thirty Nine Thousand Eight Hundred Seventy Three Dollars ($1,039,873) 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, Hogg 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 Hogg.

2. Conversion .

2.1 Subject to the provisions of this Section, at the option of Hogg, 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”), Hogg, 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, Hogg 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 Dale (“Conversion Price”). As payment of accrued and unpaid but not yet due interest, at the election of the Company Hogg 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 Hogg 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 (v) 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 Hogg 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, Hogg shall give written notice to the Company that Hogg has elected to convert this Note. Following receipt of such conversion notice, Hogg shall surrender this Note to the Company at its principal office. Upon receipt of the Note so surrendered by Hogg, the Company shall issue and deliver to Hogg 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 Hogg under this Note shall cease and Hogg 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 Hogg, 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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