FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND CONSENT TO LOAN TRANSACTION

Exhibit 10.3

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND CONSENT TO LOAN TRANSACTION

This First Amendment to Convertible Promissory Note and Consent to Loan Transaction (the “First Amendment and Consent” ) is made as of December 30, 2004, and is by and between TRX, Inc., a Georgia corporation (“ Borrower” ), and Hogg Robinson Holdings BV (“Hogg”).

WHEREAS , Borrower has issued a Convertible Promissory Note (the “ Note ”) dated November 16, 2001 in the principal amount of One Million Thirty Nine Thousand Eight Hundred Seventy Three Dollars ($1,039,873) to Hogg; and

WHEREAS , the parties to this First Amendment and Consent have agreed to modify the Note on the terms and conditions set forth herein; and

WHEREAS , simultaneously with the execution of this Agreement, Hogg is entering into an Intercreditor and Subordination Agreement with Bank (the “Intercreditor Agreement”); and

WHEREAS , Hogg, pursuant to Section 4.5 of that certain Shareholders Agreement among Company, Hogg and certain other parties, dated November 5, 1999, as amended (the “Shareholders Agreement”), Hogg’s consent is required before the Company can incur certain indebtedness, including the proposed loan transaction between Bank of America, NA (“Bank”) and the Company, pursuant to that certain Credit Agreement between Company and Bank of even date herewith; and

NOW, THEREFORE , In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: