Limited Liability Company Agreement

　　(d) the terms of confidentiality under this agreement shall not be construed to limit any equity owner's (or its affiliates') rights to independently develop or acquire services or products without use of another party's confidential information. nothing in this section 13.20 shall be deemed to grant to either equity owner a license under any other equity owner's intellectual property rights.

　　in witness whereof, the parties hereto have hereunto executed this agreement as of the effective date.

　　company: members:

　　aaa, llc bbb, inc.

　　by: _________ by: _________

　　name: _______ name: _______

　　title: ______ title: ______

　　ccc, l.p. ddd, ltd.

　　by: _________ by: _________

　　name: _______ name: _______

　　title: ______ title: ______

　　eee, inc.

　　by: _________

　　name: _______

　　title: ______

　　exhibit 3.1

　　business plan, _________(m,y)

　　this confidential information has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b2 of the securities and exchange act of 1934, as amended.

　　exhibit 5.3(j)license agreement

　　this license agreement is made this _________ day of _________(m,y), by and between eee, inc., a _________(state) corporation ('fff'), and aaa, llc, a _________(state) limited liability company (the 'company').

　　recitals

　　a. the company has been formed for the purpose of developing and/or acquiring and operating an electronic consumer leisure travel business (the 'business'), as described in the company's initial business plan, which is attached as exhibit 3.1 to the llc agreement (as defined below).

　　b. fff desires to grant to the company a nonexclusive license (without the right to sublicense) to use certain of its intellectual property, as described in this agreement, in the conduct of the business, subject to the terms and conditions set forth in this agreement.

　　c. the company desires to accept such license from fff.

　　agreements

　　now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, fff and the company agree as follows:

　　1. definitions. in addition to certain terms defined elsewhere in this agreement, when used with initial capital letters, the terms listed below shall have the following meanings:

　　1.1 'affiliate' means, with respect to fff, any other person or entity controlling, controlled by or under common control with fff. control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or voting interests, by contract or otherwise.