OPTION AGREEMENT

Exhibit 10.3

OPTION AGREEMENT

by and between

TRAVELZOO Inc.

and

AZZURRO CAPITAL INC.

Dated September 30, 2009

TABLE OF CONTENTS

OPTION AGREEMENT

THIS OPTION AGREEMENT (the “Agreement”) is entered into as of this 30th day of September, 2009, by and between TRAVELZOO INC., a Delaware corporation (“Travelzoo”), and AZZURRO CAPITAL INC., a Cayman Islands corporation (“Azzurro”). Capitalized terms are defined in Article I.

RECITALS

A.        Pursuant to an Asset Purchase Agreement, dated as of this date (the “Japan Purchase Agreement”), among Travelzoo, Travelzoo K.K., a kabushiki kaisha organized under the laws of Japan (“Travelzoo Japan”) which is a wholly-owned subsidiary of Travelzoo, and Azzurro, for itself and for the benefit of a subsidiary of Azzurro (“NewCo Japan”) to be formed for the purpose of completing the transactions described therein, NewCo Japan is purchasing substantially all of the assets of Travelzoo Japan (the “Japan Assets”) and is assuming certain liabilities of Travelzoo Japan (the “Japan Liabilities”).

B. Pursuant to an Asset Purchase Agreement, dated as of this date (the “Hong Kong Purchase Agreement” and, together with the Japan Purchase Agreement, the “Purchase Agreements”), among Travelzoo, Travelzoo (Asia Pacific) Limited, a company organized under the laws of Hong Kong (“Travelzoo HK”) and a wholly-owned subsidiary of Travelzoo, and Azzurro, for itself and for the benefit of a subsidiary of Azzurro (“NewCo HK” and, together with NewCo Japan, the “Azzurro Companies”) to be formed for the purpose of completing the transactions described therein, NewCo HK is purchasing substantially all of the assets of Travelzoo HK (the “Hong Kong Assets” and, together with the Japan Assets, the “Purchased Assets”) and is assuming certain of the liabilities of Travelzoo HK (the “HK Liabilities” and, together with the Japan Liabilities, the “Assumed Liabilities”).

C.        As a condition to its willingness to cause Travelzoo Japan and Travelzoo HK (the “Sellers”) to enter into the Purchase Agreements, Travelzoo has required, and Azzurro has agreed, to provide an option for Travelzoo to reacquire the Purchased Assets and the Business (as defined in each of the Purchase Agreements, the “Business”) or, in certain circumstances as described herein, the shares of the Azzurro Companies.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Without limiting the effect of any other terms defined in the text of this Agreement, the following words shall have the meaning given them in this Article I:

1.1       “ Affiliate ” means, with respect to any Person, any Person which is controlling, controlled by, or under common control with, directly or indirectly through any Person, the Person referred to, and, if the Person referred to is a natural person, any member of such Person’s immediate family. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.2      “ Agreement ” means this Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof.

1.3      “ Business Day ” means any day which is not a Saturday, Sunday or a legal holiday in the State of New York, United States of America.

1.4      “ License Agreement ” means the License Agreement, dated as of this date, among Travelzoo, Azzurro and the Azzurro Companies, pursuant to which Travelzoo has granted to a perpetual fully paid-up license for use of certain intellectual property.

1.5      “ Party ” means Travelzoo or Azzurro, and “ Parties ” means both of them.

1.6      “ Person ” means an individual, general or limited partnership, corporation (including any non-profit corporation), business trust, limited liability company, limited liability partnership, joint stock company, estate, trust, association, organization, unincorporated association, joint venture or other entity.

1.7      “ Qualified Registration Statement ” means a registration statement or similar document relating to any securities of the Azzurro Companies (or a parent company of or successor by merger to the Azzurro Companies) to be listed on any recognized exchange anywhere in the world, pursuant to an underwritten public offering with net proceeds to Azzurro or the Azzurro Companies from new investors of not less than US$10 million or the equivalent in other currencies.

1.8      “ Valuation Expert ” has the meaning set forth in Section 5.1(g).

1.9      “ Valuation Determination ” has the meaning set forth in Section 5.1(h).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF AZZURRO

Azzurro hereby makes the following representations and warranties to Travelzoo:

2.1       Existence and Power .

(a)       Azzurro has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b)       Azzurro is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

(c)       Azzurro is not a party to, subject to or bound by any material contract, encumbrance or law which would prevent Azzurro from performing its obligations hereunder or consummating the transactions contemplated hereby. No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any governmental or regulatory authority or third party is required in connection with the execution, delivery or performance of this Agreement by Azzurro or the consummation by Azzurro of the transactions contemplated hereby.

2.2       Valid and Enforceable Agreement; Authorization . This Agreement constitutes a legal, valid and binding obligation of Azzurro, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Azzurro. Azzurro has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TRAVELZOO

Travelzoo hereby makes the following representations and warranties to Azzurro:

3.1       Existence and Power .

(a)       Travelzoo has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b)       Travelzoo is duly incorporated, validly existing and in good standing under the laws of Delaware.

(c)       Travelzoo is not a party to, subject to or bound by any material contract, encumbrance or law which would prevent Travelzoo from performing its obligations hereunder or consummating the transactions contemplated hereby. No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any governmental or regulatory authority or third party is required in connection with the execution, delivery or performance of this Agreement by Travelzoo or the consummation by Travelzoo of the transactions contemplated hereby.

3.2       Valid and Enforceable Agreement; Authorization . This Agreement constitutes a legal, valid and binding obligation of Travelzoo, enforceable against it in accordance

with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Travelzoo. Travelzoo has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1       Financial Statements . So long as this Agreement remains in effect, Azzurro shall deliver to Travelzoo, promptly upon their becoming available, copies of quarterly (if available) and annual financial statements of the Azzurro Companies, which shall be prepared in accordance with applicable accounting principles. All such statements and related information shall be kept strictly confidential by Travelzoo, and shall be used by Travelzoo only for the purposes of this Agreement.

4.2       Right of Negotiation . During the term of this Agreement, should Azzurro or any of its affiliates receive any offer or proposal or any related inquiry concerning the acquisition of either or both of the Azzurro Companies or their assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation or otherwise, and if Azzurro or its affiliates intends to further negotiate, pursue or accept such offer, proposal or inquiry, then Azzurro shall notify Travelzoo in writing that it has received such offer, proposal or inquiry, and shall, subject to the limitations of any confidentiality agreement entered into by Azzurro in good faith, provide Travelzoo with the details of the offer, proposal or inquiry. For a period of 30 calendar days after such notification, Travelzoo shall have the right, although no obligation, to negotiate an acquisition of the Azzurro Companies or their assets. Such right of negotiation shall be exclusive, except that, during such 30-day period, Azzurro may continue its discussions with the party which has submitted the offer, proposal or inquiry. At the end of such 30 day period, if Travelzoo has not entered into a letter of intent to acquire the Azzurro Companies or their assets, Azzurro may proceed to negotiate and complete the previously disclosed transaction, provided that such transaction, if completed, must be completed within 120 calendar days following the end of such 30-day period.

4.3       Notice of Certain Events . If Azzurro shall contemplate a public offering of any securities of either of the Azzurro Companies, it shall provide written notice thereof (a “Notice of Public Offering”) to Travelzoo at least 30 calendar days prior to the organizational meeting or similar event relating thereto, which shall be accompanied by a written statement from the proposed underwriter, addressed to Travelzoo, setting forth its good faith estimate of the range of the aggregate offering price in the offering, including an identification of the midpoint of such range, the implied enterprise value of the Azzurro Companies and the implied value of the Business.

4.4       Public Offering to Include Both Azzurro Companies . Azzurro shall not allow a public offering of either of the Azzurro Companies unless it also includes the shares of the other Azzurro Company in such offering.

4.5       Notice of Intent to Cease Operations . If Azzurro intends to